SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

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

                                  FORM 10-QSB/A

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2003.

[ ]  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.)


                680 Branch Ave. P.O. Box 8699 Red Bank, NJ 07701
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (732) 842-5553
                           ---------------------------
                           (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 September 30, 2003,  there were 7,603,826  shares of the issuer's
common stock outstanding.

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

                            Total Entertainment, Inc.


                                      Index

                                                                            Page
                                                                            ----

PART I. Financial Information (Unaudited)

Condensed Consolidated Balance Sheets
December 31, 2002 and September 30, 2003 (Unaudited) ....................      1

Condensed Consolidated Statements of Operations
Nine Months Ended September 30, 2002 and 2003 (Unaudited) ...............      2

Condensed Consolidated Statements of Operations
Three Months Ended September 30, 2002and 2003 (Unaudited) ...............      3

Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2002 and 2003 (Unaudited) ...............      4

Notes to Condensed Consolidated Financial Statements ....................   5-19

Signatures ..............................................................    20







                                        i
<PAGE>
<TABLE>
<CAPTION>


PART I. Financial Information (Unaudited)



                   Total Entertainment, Inc. and Subsidiaries

         Consolidated Balance Sheet as at December 31, 2002 and September 30, 2003

                                                                      September 30,
                                                      December 31,         2003
                                                          2002         (unaudited)
                                                     -------------    -------------
<S>                                                  <C>              <C>
ASSETS

Current assets
   Cash                                              $         193    $          71
                                                     -------------    -------------
        Total current assets                                   193               71

Property and equipment
   Computer equipment                                      314,744          314,744
   Other furniture and fixtures                             48,845           48,845
                                                     -------------    -------------
                                                           363,589          363,589
   Less accumulated depreciation                           334,811          348,140
                                                     -------------    -------------
                                                            28,778           15,449

                                                     $      28,971    $      15,520
                                                     =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
   Accounts payable and accrued liabilities          $     163,258    $     155,964
   Deferred compensation                                 1,182,949        1,325,450
   Due to directors and stockholders                       454,561          521,771
                                                     -------------    -------------
         Total current liabilities                       1,800,768        2,003,185

Stockholders' equity (deficiency)
  Common stock, $.001 par value; authorized,
   200,000,000 shares; issued and outstanding;
   58,388,443 shares at December 31, 2002 and
   7,603,826 at June 30, 2003                               58,388           58,388
   Additional paid-in capital                            2,684,695        2,684,695
   Accumulated deficit                                  (4,514,880)      (4,730,748)
                                                     -------------    -------------
                                                        (1,771,797)      (1,987,665)
                                                     -------------    -------------
                                                     $      28,971    $      15,520
                                                     =============    =============
</TABLE>

                                        1
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Operations
                  Nine months ended September 30, 2002 and 2003
                                   (unaudited)


                                                September 30,     September 30,
                                                     2002              2003
                                                -------------     -------------
Income
   Gaming revenues                              $     757,674     $        --
   Royalty income                                      84,750              --
                                                -------------     -------------
Net Income                                            842,424              --

Costs and expenses
   Cost of operations                                 162,812              --
   Selling, general and administrative              1,011,573           202,539
   Depreciation and amortization                       48,305            13,329
                                                -------------     -------------
                                                    1,222,690           215,868
Other Income
   Gain on Sale of Netforfun Stock                     21,201              --
   Gain on Sale of Assests                            129,986
                                                -------------     -------------
NET INCOME (LOSS) FOR THE PERIOD                $    (229,079)    $    (215,868)
                                                =============     =============
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         7,603,826
                                                =============     =============
      Diluted                                      58,388,443         7,603,826
                                                =============     =============

                                        2

<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Operations
                 Three months ended September 30, 2002 and 2003
                                   (unaudited)


                                                 September 30,    September 30,
                                                      2002             2003
                                                 -------------    -------------
Income
   Gaming revenues,net                           $          70    $        --
   Royalty income                                       84,750             --
                                                 -------------    -------------
Net Income                                              84,820             --

Costs and expenses
   Cost of operations                                   (2,624)            --
   Selling, general and administrative                 172,264          114,584
   Depreciation and amortization                        12,983            6,558
                                                 -------------    -------------
                                                       182,623          121,142
Other Income
   Gain on Sale of Assets                              129,986             --
                                                 -------------    -------------
NET INCOME (LOSS) FOR THE PERIOD                 $     (32,183)   $    (121,142)
                                                 =============    =============
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        7,603,826
                                                 =============    =============
      Diluted                                       58,388,443        7,603,826
                                                 =============    =============

                                        3
<PAGE>
<TABLE>
<CAPTION>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Cash Flows
                  Nine months ended September 30, 2002 and 2003
                                   (unaudited)


                                                      September 30,    September 30,
                                                           2002             2003
                                                      -------------    -------------
<S>                                                   <C>              <C>
Cash flows from operating activities
   Net income (loss)                                       (229,079)        (215,868)
   Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating
     activities
       Depreciation and amortization                         48,305           13,329
       Increase (decrease) in cash from changes in
          operating assets and liabilities
            Accounts receivable                             232,527             --
            Accounts payable and accrued liabilities        (80,648)          (7,294)
            Customer account deposits                      (373,381)            --
            Deferred compensation                           121,900          142,501
                                                      -------------    -------------
               Net cash provided by (used in)
                 operating activities                      (280,376)         (67,332)

Cash flows from investing activities
   Payments received on Note Receivable                     124,717             --
                                                      -------------    -------------
               Net cash provided by (used in)
                 investing activities                       172,244             --

Cash flows from financing activities
   Principal payments on capital leases                     (11,264)            --
   Advances from (repayments to) directors and
     stockholders, net                                      100,317           67,210
                                                      -------------    -------------
       Net cash provided by (used in) financing
          activities                                         89,053           67,210
                                                      -------------    -------------

       NET INCREASE (DECREASE) IN CASH                      (19,079)            (122)

Cash at beginning of period                                  20,416              193
                                                      -------------    -------------

Cash at end of period                                         1,337               71
                                                      =============    =============
</TABLE>

                                        4
<PAGE>


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


Item 1. - 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 September 30,
2003 and the results of  operations  for the three and nine month  periods ended
September  30, 2002 and 2003 and cash flows for the nine months ended  September
30, 2002 and 2003, 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, 2002 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 nine month period ended September 30, 2003
are not  necessarily  indicative  of the  results  of  operations  which  may be
expected for a full year.

                                        5


<PAGE>

                  BUSINESS, DESCRIPTION AND HISTORY OF COMPANY

Item 2.  CORPORATE STRUCTURE

         Total  Entertainment  Inc.,  formerly  known  as Kit  Farms  Inc.  (the
         Company),  incorporated in the state of Indiana, has three wholly-owned
         subsidiaries,  Intercapital Global Fund Ltd.  (Intercapital Global), an
         Antiguan  company,  Intercapital  Canada  Ltd.  (Intercapital  Canada),
         incorporated  in  the  Province  of  Quebec,  and  Total  Entertainment
         (Delaware) Inc., an inactive Delaware company.

         The company offered  software-based games of chance and sports wagering
         facilities  on a  worldwide  basis  through  the  Internet  located  at
         www.theonlinecasino.com,                  www.theonlineesportsbook.com,
         www.bingoonthenet.com  as well as other sites  (collectively the Online
         Casinos).  There are significant  legislative  risks and  uncertainties
         regarding  on-line  gaming  operations  (see  Note  D-1).  The  company
         launched its www.theonlinecasino.com Web site on September 12, 1998 and
         sold the online gaming assets were disposed of during the year.

         Intercapital  Global,  the operating  company,  owned a gaming  license
         issued by the  Government of Honduras and the Dominican  Republic,  and
         several  Internet Web sites. The Company used  state-of-the-art  casino
         gaming and sports book software under an informal  license  arrangement
         with Montana S.A.  (Montana),  a leading  casino  software  development
         company.  In the fourth  quarter of 2000 the Company used this software
         on a no-cost trial basis. In 2001 the Company began making volume-based
         monthly  royalty  payments to Montana  pursuant to an informal  license
         arrangement.  The Company  also  licensed  software  for the gaming and
         sports book  operations  from Online Gaming Systems  (formerly known as
         Atlantic   Entertainment   International  Inc.  (OGS),  an  independent
         software developer, and other vendors.

         Intercapital  Global  accepted  wagers  via  the  Internet  through  an
         E-commerce   credit  card  processing   agreement  with  MPACT  Immedia
         Transaction  Services  Ltd.  (MPACT).  During 2000,  this  contract was
         transferred by MPACT to Surefire Commerce Ltd.

         Intercapital  Canada  provides  Intercapital  Global with technical and
         customer support and administrative services.

                                        6

<PAGE>

Item 3.  WWW.SLOTSVEGAS.COM TRANSACTIONS

(a)      SGL  TRANSACTION.  In June 1999, the Company  launched an Online Casino
         geared toward slots players located at WWW.SLOTSVEGAS.COM (Slotsvegas).
         On May 5, 1999, the Company  entered into an agreement with  Summerhill
         Gaming  Limited (SGL) to transfer a 50 % ownership  interest and profit
         and loss  participation in Slotsvegas.  The agreement did not specify a
         fixed  period  and  remains  in  effect  as long as the Web  site is in
         operation.  In  consideration  for this interest,  SGL paid $150,000 of
         obligations to vendors on behalf of the Company,  which was recorded as
         deferred income. Such amounts are non-refundable.

         The  agreement  requires  the Company to pay SGL 50% of the net profits
         derived from the Slotsvegas  site, on a monthly or other interim basis,
         as agreed to by the Company and SGL. To the extent that the  Slotsvegas
         site inccurs net losses, SGL will pay the Company 50% of such amounts.

         The  agreement  with SGL in  substance  represents  the sale of  future
         income and was  accounted  for as deferred  income in  accordance  with
         Emerging  Issues  Task Force  issue No.  88-18.  The amount of deferred
         income to be amortized was calculated using the ratio of the amounts to
         be  paid  to SGL  over  management's  estimate  of the  total  payments
         expected to be made to SGL over four years (the  management's  expected
         life of the website).  At such time, if ever,  that the deferred income
         balance  is fully  amortized,  any  payments  to SGL will be charged to
         earnings in the current  period.  Further,  SGL will pay Company 50% of
         any net  losses of the  Slotsvegas  website;  accordingly,  any  future
         amounts  received by the Company will be recorded as a reduction of the
         Slotsvegas site's operating expenses.

         As part of the  agreement,  SGL agreed to make  short-term  loans up to
         $500,000 to the Company for liquidity purposes. The loans bear interest
         at 7% per annum,  require  interest  payments on a monthly  basis,  and
         payment of the entire  principal  balance  three years from the date of
         issuance.   Through   December  31,   1999,   SGL  loaned  the  Company
         approximately  $502,958.  The  loans  were  made in the form of  direct
         payments  of  obligations  to  vendors  on behalf of  Company  and cash
         advances of $305,000.  On December 31, 1999, the Company  converted the
         cumulative cash advances of $502,958,  accrued  interest of $12,868 and
         net profits from  Slotsvegas of $2,258 into 1,671,235  shares of common
         stock of the Company using the quoted value of the common stock of $.31
         per share.

(b)      NETFORFUN TRANSACTION.

         In March  2000,  pursuant to a Purchase  Agreement  dated March 1, 2000
         between  Intercapital  Global and  Netforfun.com,  Inc. a publicly held
         Canadian  company  (NetForFun),  the  Company  sold its  remaining  50%
         interest  in the  Slotsvegas  site  and  related  assets  and  customer
         deposits to NetForFun for $2,000,000, payable as follows:

                                        7

<PAGE>

         o        $100,000 in cash upon signing of the purchase agreement;

         o        400,000 in the form of a  five-year  promissory  note  bearing
                  interest  at 9% per  annum  and  payable  in  equal  quarterly
                  installments  of  $24,910.02,  commencing on or before July 1,
                  2000;  and  $1,500,000  in the form of  15,000,000  shares  of
                  NetForFun  common  stock  valued by the  parties  at $0.10 per
                  share.

         Given  the  current  financial  position  of  NetForFun,  and its stock
         valuation  profile,  no  amounts  will  be  recognized  by the  Company
         relating  to the sale of the  website  for common  stock held until the
         uncertainty  of  realization  is  satisfied.  The Company and NetForFun
         agreed in June 2000,  that any winnings  allocable to NetForFun were to
         be  first  applied  against  the  principal  of  the  note  receivable.
         Approximately  $35,000 in  NetForFun's  share of the winnings  from the
         website has been applied  against the note  receivable.  Effective June
         30, 2000, the Company  assigned  $240,000 of the note  receivable  from
         NetForFun to Intercapital  Asset Management in partial  satisfaction of
         amounts owed by the Company to Intercapital Asset Management. Effective
         October 31,  2000,  SGL agreed to assume the  obligation  of  NetForFun
         under the note  receivable  if the  obligation is not  satisfied.  This
         guarantee was extended to October 31, 2003.

         In January 2002 NetForFun was taken over by  Spectrafax.  The NetForFun
         common  stock was  replaced by 1,800,000  shares of  Spectrafax  common
         stock  valued at $0.10 per share.  The Company  received  approximately
         $23,000 from the sale of 270,000  shares of  Spectrafax  in January and
         February  2002  which was  applied  against  the note  receivable  from
         NetForFun.

         Intercapital  Global has also  entered into a  Maintenance  and Support
         Services Agreement with NetForFun pursuant to which Intercapital Global
         has agreed to provide  certain  maintenance  and  support  services  to
         NetForFun for the  Slotsvegas  software for an initial term of one year
         for a fee of $15,000  per month,  subject to  adjustment.  The  company
         received and recorded  revenue of $45,000 under this  agreement  during
         the year ended  December  31,  2000.  The Company  also agreed to defer
         further  billing  and  revenue  recognition  under this  agreement  for
         monthly  payments  owed to us pursuant to the  Maintenance  and Support
         Services  Agreement,  from July 2000 until such time as the  traffic of
         the Slotsvegas Web site becomes more significant.

Item 4.  BASIS OF PRESENTATION

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,   which  contemplate
         continuation  of the  Company  as a  going  concern.  The  Company  has
         incurred a loss from operations since  inception.  At December 31, 2002
         and 2001, the Company has a working capital deficiency of approximately
         $1,800,575 and $1,896,000, respectively, and a stockholders' deficiency
         of approximately $1,772,000 and $1,630,000 respectively. The Company is
         also  involved  in  litigation  (Note  6(c)),  which if the  Company is
         unsuccessful  in its defense,  could have a material  adverse effect on
         the Company.  These factors raise substantial doubt about the Company's
         ability to continue as a going concern.

                                        8

<PAGE>

         In view of the matters  described  in the previous  paragraph,  recover
         ability of a major  portion of the recorded  asset amounts shown in the
         accompanying  balance sheet is dependent upon  continued  operations of
         the Company,  which, in turn, are dependent upon the Company's  ability
         to meet its financing requirements on a continuous basis and to succeed
         in its future operations.  The financial  statements do not include any
         adjustments  relating to the  recover  ability  and  classification  of
         recorded  asset  amounts  or  amounts  of  liabilities  that  might  be
         necessary should the Company be unable to continue in existence.

3(a)(i)  In August 2002 the company  concluded an agreement  whereby it sold its
         interest in Online Sports Book.com  ("Online")  including the equipment
         the domain name and any  goodwill  associated  with the  business.  The
         purchase price was satisfied by the purchaser  assuming all liabilities
         of the Online Sports  Book.com and a royalty  agreement  whereby Online
         shall pay to the seller 10% of the gross profit for 12 months following
         the date of  closing.  To  December  31,  2002 the  company  has earned
         $84,750 in royalties.

         The company is no longer engaged in interest gaming activities.

(ii)     In October 2002 Total  Entertainment  Canada Ltd. purchased 100% of the
         business rights,  domain names, trade marks and formulas ("the assets")
         owned by Rock Candy Cosmetics Inc.

         The purchase  price of $678,000 was  satisfied by issuance of 4,520,000
         common  shares of the  company.  Since Rock Candy is a  privately  held
         company the fair value of the assets is not readily determinable.  As a
         result, the assets were recovered at a nominal value.

(b)      Obtain advances from affiliated companies, officers or other sources,
         as necessary, to fund operating expenses.

(c)      Defer  officers'  salaries  until  such  time the  Board  of  Directors
         determines it is appropriate to commence payment.

Item 5.  ACCOUNTING POLICIES

         A summary of the significant  accounting policies  consistently applied
         in  the  preparation  of  the   accompanying   consolidated   financial
         statements follows:

(a)      PRINCIPLES OF CONSOLIDATION

         These  consolidated  financial  statements  include the accounts of the
         Company and its subsidiaries. All significant intercompany accounts and
         transactions have been eliminated.

                                        9

<PAGE>

(b)      FIXED ASSETS

         Computers  and  furniture  and  fixtures  are  stated  at cost  and are
         depreciated over their estimated useful lives of three to five years.

(c)      FOREIGN CURRENCY TRANSLATION

         The assets and  liabilities  of the Company's  foreign  operations  are
         translated at the exchange rates  prevailing at year-end and income and
         expenses  are  translated  at the average  exchange  rate for the year.
         Balance sheet gains and losses arising from translation are immaterial.
         Translation  gains or  losses,  for the  periods  presented,  have been
         included in the results of operations and are not material.

(d)      EARNINGS (LOSS) PER SHARE

         Basic loss per share for the year ended  December  31, 2002 and 2001 is
         computed by dividing  the loss for the period by the  weighted  average
         number of common shares outstanding during the period. Diluted loss per
         share is computed by dividing  the loss for the period by the  weighted
         average number of common shares adjusted for the dilutive effect of any
         potential common shares issuable during the period. The denominator for
         the basic and diluted earnings per share calculation for the year ended
         December 31, 2001 is  58,388,433.  The amount of options not considered
         in the loss per share  calculation for the year ended December 31, 2001
         because their effect was anti dilutive was 69,250,000 shares. No shares
         were considered at December 31, 2002 as the options expired.

(e)      INCOME TAXES

         Total  Entertainment is responsible for filling a United States Federal
         income tax return,  while Intercapital Canada is responsible for filing
         a Canadian  tax return.  Intercapital  Global is not required to file a
         United  States  corporate  income  tax  return  because it is a foreign
         corporation  and  has  no  U.S.  source  income  or  U.S.   operations.
         Intercapital  Global is not  required  to file an  Antiguan  tax return
         since  it is an  International  Business  Corporation  not  subject  to
         taxation.

         Financial  Accounting Standards Board Statement of Financial Accounting
         Standards No. 109 (SFAS No. 109),  Accounting for Income Taxes, require
         the  liability  approach to  accounting  for deferred  income taxes for
         financial  reporting  purposes.  Under the  provisions of SFAS No. 109,
         deferred tax assets and liabilities  are determined  based on tax rates
         expected  to be in effect when the taxes are  actually  paid or refunds
         received.

(f)      CONCENTRATION OF CREDIT OR MARKET RISK

         Statement  of  Financial  Accounting  Standards  No. 105 (SFAS No. 105)
         requires  the  disclosure  of  significant  concentration  of credit or
         market  risk,   regardless  of  the  degree  of  such  risk.  Financial
         instruments,  as defined by SFAS No. 105, which potentially subject the
         Company  and  its  subsidiaries  to  concentrations  of  risk,  consist
         principally of cash, the note receivable  from NetForFun,  and accounts
         receivable.  Substantially  all of the accounts  receivable at December
         31,  2002  are  from  Surefire  Commerce  Ltd.  or  other  credit  card
         processors.

                                       10

<PAGE>

(g)      USE OF ESTIMATES

         In preparing financial statements in conformity with generally accepted
         accounting  principles,  management  is required to make  estimates and
         assumptions  that affect the reported amounts of assets and liabilities
         and the disclosure of contingent  assets and liabilities at the date of
         the financial statements and revenues and expenses during the reporting
         period. Actual results could differ from those estimates.

(h)      VALUATION OF LONG-LIVED ASSETS

         The company has adopted Statement of Financial Accounting No. 121 (SFAS
         No.121),  Accounting  for the  Impairment of Long-Lived  Assets and for
         Long-Lived  Assets to Be Disposed of. The  statement  requires that the
         Company  recognize and measure  impairment  losses of long-lived assets
         and certain identifiable  intangibles and value long-lived assets to be
         disposed of. The carrying values of the long-lived  assets are reviewed
         if  the  facts  and  circumstances  suggest  that  such  assets  may be
         permanently  impaired.  If the expected future  undiscounted cash flows
         derived from such assets are less than the carrying  value,  such value
         would be reduced to its fair value.

(i)      RESEARCH AND DEVELOPMENT EXPENSES

         Costs associated with research and development, principally relating to
         website   development  and  e-commerce   development  are  expensed  as
         incurred.  Such costs  also  include  expenditures  for  developing  of
         certain software gaming products.

(j)      ADVERTISING EXPENSES

         Costs associated with advertising are expensed as incurred and amounted
         to $47,000 and $405,000 for the years ended December 31, 2002 and 2001,
         respectively.

(k)      SEGMENT AND RELATED INFORMATION

         The Company operated as one active segment,  Internet-based gaming, and
         follows the requirements of SFAS No. 131, Disclosures About Segments of
         an Enterprise and Related Information.

(l)      CASH AND CASH EQUIVALENTS

         The Company  considers all highly  liquid  investments  purchased  with
         original maturities of three months or less to be cash equivalents.

(m)      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) (Note 3 (a)
         (i)).

                                       11

<PAGE>

(n)      FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying  value of cash and cash  equivalents  are assumed to be at
         fair value  because of the liquidity of the  instruments.  Accounts and
         notes  receivable and accounts  payable are assumed to be at fair value
         because of the short term nature of the instruments.

(o)      RECENT ACCOUNTING PRONOUNCEMENTS

         In January  2000,  the  Emerging  issues  Task Force  (EITF)  reached a
         consensus on Issue No. 99-17, Accounting for Barter Transactions, to be
         effective for  transactions  entered into after  January 20, 2000.  The
         consensus  states  that  advertising  barter   transactions  should  be
         accounted  for at fair  value  and that the fair  value  recognized  is
         disclosed in the financial statements, if there is verifiable objective
         evidence  provided  by  sufficient  cash  transactions  received by the
         seller of the advertising or similar advertising. The Company purchased
         advertising  from barter  transactions  in 2001.  The  Company  records
         advertising  expense with a  corresponding  credit to customer  account
         balance as advertising is incurred.

         On July 20,  2002,  the  Financial  Accounting  Standards  Board (FASB)
         issued SFAS 141,  Business  Combinations,  and SFAS 142,  Goodwill  and
         Intangible  Assets (the  "Statements").  SFAS 141 is effective  for all
         business  combinations  completed  after  June  30,  2002.  SFAS 142 is
         effective for fiscal years beginning after December 15, 2002;  however,
         certain  provisions  of this  Statement  apply to  goodwill  and  other
         intangible  assets acquired between July 1, 2002 and the effective date
         of SFAS 142. Major  provisions of these  Statements and their effective
         dates for the Company are as follows:

         o        all business  combinations  initiated after June 30, 2002 must
                  use the purchase method of accounting. The pooling of interest
                  method of  accounting is  prohibited  except for  transactions
                  initiated before July 1, 2002.

         o        intangible  assets acquired in a business  combination must be
                  recorded   separately   from   goodwill  if  they  arise  from
                  contractual  or other legal rights or are  separable  from the
                  acquired entity and can be sold, transferred, licensed, rented
                  or  exchanged,  either  individually  or as part of a  related
                  contract, asset or liability.

         o        goodwill,  as well as intangible assets with indefinite lives,
                  acquired after June 30, 2002, will not be amortized. Effective
                  January  1,  2002,  all  previously  recognized  goodwill  and
                  intangible  assets  with  indefinite  lives  will no longer be
                  subject to amortization.

         o        effective  January 1, 2002 goodwill and intangible assets with
                  indefinite  lives will be tested for  impairment  annually and
                  whenever there is an impairment indicator.

                                       12

<PAGE>

         o        all acquired  goodwill must be assigned to reporting units for
                  purposes of impairment testing and segment reporting.

         Although it is still  reviewing  the  provisions  of these  Statements,
         management's  preliminary  assessment is that these Statements will not
         have a material impact on the Company's  financial  position or results
         of operations.

         In August  2002,  the FASB issued  statement  of  Financial  Accounting
         Standards No. 144 ("SFAS No. 144")  "Accounting  for the  Impairment of
         Disposal of Long-lived Assets".  This statement is effective for fiscal
         years beginning  after December 15, 2002. This supersedes  Statement of
         Financial  Accounting Standards No. 121, "Accounting for the Impairment
         of  Long-lived  Assets and for  Long-lived  Assets to Be Disposed  of,"
         while retaining many of the requirements of such statement.

(p)      RECLASSIFICATIONS

         Certain  reclassifications  to 2001 reported  amounts have been made in
         the financial statements to conform to 2002 presentation.

(q)      DEFERRED LICENSING FEES

         Up front costs incurred to obtain software  licenses are amortized over
         the term of the license agreement. As of December 31, 2002 all deferred
         licensing  fees were written off due to  uncertainty  as to realization
         (through relicensing, refund or other) of the asset.


Item 5.  CAPITAL STOCK AND STOCK OPTIONS

(a)      COMMON STOCK TRANSACTIONS

(i)      During 2000, the Company entered into a transaction  whereby  1,000,000
         common shares were issued to Northstar Advertising Inc. 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
         obligation  pursuant  to the  agreement  in  the  first  quarter  2001.
         Accordingly,  the balance of the prepaid  advertising of  approximately
         $200,000 was expensed in the first quarter 2001.

(ii)     During  2000,  the Company  issued  370,000  shares of common  stock to
         Online  Gaming  System  Ltd.  pursuant  to  the  OGS  Agreement.   Upon
         cancellation  of the OGS  Agreement  effective  December 31, 2000,  the
         shares were returned by Online Gaming System Ltd. to the Company.

(iii)    During 2000,  the Company  issued  500,000  shares to an  individual in
         exchange for investor relations services. This agreement was rescinded,
         and the shares returned to the Company prior to the commencement of any
         investor relations activities by the individual.

                                       13

<PAGE>

(iv)     In October 2002 Total  Entertainment  Canada Ltd. purchased 100% of the
         business  rights domain names,  trade marks and formulas ("the assets")
         owned by Rock Candy Cosmetics Inc.

         The  purchase   price  of  $678,000   was   satisfied  by  issuance  of
         4,520,000common  shares of the company. Since Rock Candy is a privately
         held company the fair value of the assets is readily determinable. As a
         result, the assets were recoverable at a normal value.

(b)      STOCK OPTIONS

         The company  does not have a formal stock  option  plan;  however,  the
         Company has issued stock  options  under letter  agreements  to certain
         individuals.  The options  granted had an exercise price at least equal
         to the fair value of the Company's stock, and expire after eight years.
         The options granted vest immediately.

         As  permitted  by  SFAS No 123,  the  Company  has  elected  to  follow
         Accounting  Principles  Board Opinion No. 25 (APB No. 25.),  Accounting
         for Stock Issued to Employees, method of determining compensation cost.
         Under APB No. 25, because the exercise price of the Company's  employee
         stock  options  equals or exceeds  the market  price of the  underlying
         stock on the date of grant, no  compensation  expense is recognized for
         options issued to employees or Directors.


Item 6.  COMMITMENTS AND CONTINGENCIES

(a)      OPERATING LEASES

         The  Company  signed a lease  for  office  premises  in June 1999 for a
         period of five years ending July 31, 2004 for a minimum  annual rent of
         $22,000 plus  operating  costs.  This lease has since been  terminated.
         Additionally, the Company is committed under three operating leases for
         automobiles  expiring on various dates in 2004. The approximate minimum
         annual rental  commitments  under these operating  leases  currently in
         effect at December 31, 2002 are as follows:

         Year ending December 31,
                 2003                            112,000
                 2004                             66,000
                                              ----------
         Total minimum payments               $  178,000
                                              ==========

         Rent  expense for the years ended  December  31, 2002 and  December 31,
         2001 was approximately $ 82,460 and $157,000, respectively. The Company
         also paid for a  portion  of  Intercapital  Asset  Management's  leased
         facility in New Jersey under an informal agreement.

(b)      CAPITAL LEASE OBLIGATION

         The Company leases certain equipment under various capital leases which
         expired in 2002.

                                       14

<PAGE>

         Equipment  recorded  under  capital  leases was  $100,427.  Accumulated
         amortization  of capital leases  amounted to  approximately $ 98,931 at
         December 31, 2001. Interest on capital leases amounted to approximately
         $4,000  and $ 4,000 for the years  ended  December  31,  2001 and 2002,
         respectively.

(c)      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 January  1998  reverse  merger
         between Kit and Mint and  restrictive  legends on certain Company stock
         certificates  issued to the Knoblock's 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. also filed a cross-claim  against the
         Company for defense costs and indemnification.

         The case has was settled  September 24, 2002 under the following terms.
         Management will seek to recapitalize the company by $2,200,000 and with
         the per share price of the company averaging a minimum of $ 0.30.

         Subsequent  to year and debts due to related  parties  were  settled in
         exchange for 2,963,038  common  shares as part of the  recapitalization
         plan described above.

(d)      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.

         In addition to the foregoing, the Company is involved from time to time
         in various claims and lawsuits in the ordinary course of business, none
         of which is expected,  either singly,  or in the  aggregate,  to have a
         material effect on the Company.

         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.


                                       15

<PAGE>

Item 7.  RELATED PARTY TRANSACTIONS

(a) DEFERRED COMPENSATION

         During 1998 through  2000,  the officers of the Company did not receive
         any cash compensation for their services. Two other employees including
         the brother of Mr.  Masselli  had similar  arrangements.  Such  amounts
         totaled approximately $880,000 at December 31, 2000 and are deferred by
         the Company until such time as determined by the relevant officer.  The
         deferred salaries shall be paid to such persons in cash or stock of the
         Company at such time as each officer may elect by written notice to the
         Company by the Board of Directors of the Company to be paid.  The total
         amount  of  deferred   officer   salaries  at  December  31,  2002  was
         approximately  $1,182,949.  During the year ended  December  31,  2002,
         $0.00 of officers salaries were paid in cash and $121,900 was deferred.
         (Note 6 (e))

(b)      DUE TO DIRECTORS AND STOCKHOLDERS

         From time to time,  directors  and  stockholders  of the  Company  have
         directly paid certain Company expenses. Such directors and stockholders
         have also supplied the Company with cash advances during 2001 and 2002.
         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.

(c)      HISTORY OF COMPANY

         Mr. Sandy Masselli had effective  control of Mint Energy and affiliates
         and Intercapital  Global.  Mr. Sandy Masselli has effective  control of
         Intercapital Asset Management Limited.

         Kit Farms was incorporated on April 22, 1993 and was engaged in the pet
         food business  until 1995,  when the remaining  assets and  liabilities
         were  liquidated.  From that date to January 28, 1998, Kit Farms was an
         inactive public company trading on the NASDAQ over-the-counter bulletin
         board market (bulletin boards).

         From 1996  through  1998,  Mint Energy and its  subsidiaries  had spent
         several years exploring the  possibilities  of and developing  software
         for a gaming and wagering  operation  accessible  through the Internet.
         These entities had no revenues or employees  during this period.  Funds
         used by Mint Energy and  subsidiaries  to conduct these  activities and
         develop the business were  received as advances  which are reflected as
         capital  contributions  from Sandy J.  Masselli,  Jr.,  Chairman of the
         Board (Mr. Masselli) and other shareholders of Mint Energy. At the time
         of the merger,  the shareholders of Mint and  Intercapital  Global were
         identical (the Beneficial Owners).


                                       16

<PAGE>

         On January 28, 1998 and as amended,  Kit Farms Inc.  (Kit Farms) merged
         with Mint Energy including its subsidiaries,  and the Beneficial Owners
         of Intercapital  Global contributed their shares of Intercapital Global
         to Kit  Farms.  At the  time  of the  Kit  Farms  merger,  it had  been
         purported  that 7.37  million  shares of Kit  Farms  were  outstanding.
         Subsequent  to the merger,  the Company was informed  that there may be
         additional shares outstanding, which were subsequently cancelled by the
         Company.  This matter is currently  under  arbitration  (see Note D-4).
         Notwithstanding the arbitration issue, the existing stockholders of Kit
         Farms were to  continue to hold the 7.37  million  shares of the common
         stock to the merged entity.  Intercapital  Global, in its role as agent
         the  Beneficial  Owners,  received 104.8 million shares common stock of
         Kit Farms, with an aggregate value of approximately $2 million pursuant
         to the merger of Mint Energy into Kit Farms, and the  contribution,  by
         the Beneficial  Owners,  of their shares of  Intercapital  Global.  The
         aggregate value was determined through negotiations among the Boards of
         Directors  of Kit Farms and Mint  Energy,  in the  absence of  reliable
         quoted market prices on the bulletin boards.

         In  February  1998,  the  Beneficial  Owners  voluntarily  returned  to
         treasury 57 million shares.  The shares were subsequently  cancelled by
         the Company.  On February 3, 1998,  the Company  granted an option (the
         Global Option),  to replace the returned shares,  to acquire 57 million
         shares at $1.875 per share, exercisable at any time through February 3,
         2006, to  Intercapital  Global in its role as agent for the  Beneficial
         Owners.  Intercapital  Global  subsequently  transferred  the option to
         Intercapital Asset Management Limited, an investment management company
         controlled by Mr.  Masselli,  which had the same  Beneficial  Owners as
         Mint Energy and Intercapital Global.

         Intercapital Global, in its role as agent for the Beneficial Owners,
         subsequently distributed 47.8 million shares of common stock it
         received to its Beneficial Owners, which together with the Global
         Option were consideration for the merger.

         In June 1998,  the Company  issued an additional  537,000 shares to the
         former principal  shareholders and directors of Kit Farms to facilitate
         the merger.  The  acquisition  resulted in the owners and management of
         Mint Energy having effective control of the combined entity.

         Kit Farms changed its name to Total  Entertainment Inc. on February 19,
         1998.

         Under accounting  principles generally accepted in the United States of
         America,  the acquisition is considered to be a capital  transaction in
         substance, rather than a business combination. That is, the acquisition
         is  equivalent  to the  issuance  of stock by Mint  Energy  for the net
         monetary assets of Kit Farms, accompanied by a recapitalization, and is
         accounted  for as a  change  in  capital  structure.  Accordingly,  the
         accounting  for the  acquisition  is identical to that resulting from a
         reverse acquisition, except that no goodwill is recorded. Under reverse
         takeover   accounting,   the    post-reverse-acquisition    comparative
         historical  financial  statements  of the legal acquire (Kit Farms) are
         those of the  accounting  acquirer  (Mint  Energy).  Earnings per share
         (EPS) are  calculated  to  reflect  the  Company's  change  in  capital
         structure for all periods presented.

                                       17

<PAGE>

         Intercapital  Global  was  organized  in  1993 by Mr.  Masselli,  as an
         offshore  private  investment  fund,  which from time to time conducted
         certain investment activities not related to the online gaming business
         for the benefit of the Beneficial Owners. At the time, Mr. Masselli had
         voting and investment control over all of Intercapital  Global's assets
         and control  over all  outstanding  shares of capital  stock  issued by
         Intercapital  Global.  Intercapital  Global later became a wholly-owned
         subsidiary of the Company when its Beneficial Owners  contributed their
         shares to Kit Farms as part of the merger.  At the time of the transfer
         of ownership,  Intercapital  Global held no assets or liabilities other
         than the gaming license.

Item 8.  INCOME TAXES

         Upon filing  income tax returns,  the Company  could have net operation
         losses  of  approximately  $2  million,  which  could be used to offset
         future United States taxable income.  However, net operating losses and
         other  deferred  expenses  generated  in years for which no income  tax
         returns have been filed,  or are not  accepted by the Internal  Revenue
         Service,  may not be available.  The Company is  consulting  with legal
         council to  determine a plan to become  compliant.  Deferred tax assets
         arising  from  these  net  operating  loss  carry   forward,   deferred
         compensation  and certain  accruals,  if any, are fully reserved due to
         the  uncertainty  of future  utilization.  The Company did not have any
         significant taxable income in the United States or Canada for the years
         ended  December 31, 2002 and 2001,  and income  generated in Antigua is
         not subject to income taxes.

         Changes in ownership resulting from transactions among our stockholders
         and sales of common  stock by us, may limit annual  realization  of the
         tax net operating loss carry forwards that could become available under
         Section 382 of the Internal Revenue Code.

Item 9.  SUPPLEMENTARY CASH FLOW INFORMATION

(a)      NON-CASH TRANSACTION

         The Company issued Common Stock, with a fair value of $678,000, for the
         business  rights,  domain names,  trademarks and formulas owned by Rock
         Candy Cosmetics Inc.

(b)      INTEREST AND TAXES PAID.

         During 2002 the Company  paid  approximately  $0 of taxes and $4,000 of
         interest.  During 2001 the Company paid  approximately  $0 of taxes and
         $4,000 of interest.

                                       18

<PAGE>

ITEM 10. EXHIBITS INDEX

         The exhibits designated with an asterisk (*) have been previously filed
         with the Commission and,  pursuant to 17 C.F.R.  Section  230.411,  are
         incorporated  by  reference  to the  document  referenced  in  brackets
         following the descriptions of such 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  Intecapital
                  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    Form 8-K dated September 10,2002*
         10.14    Form 8-K dated November 18,2002*
         31.1     Certification  of  Sandy J.  Masselli  pursuant  to 18  U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  302 of the
                  Sarbanes-Oxley Act of 2002.
         31.2     Certification  of  Richard  B.  Davis  pursuant  to 18  U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  302 of the
                  Sarbanes-Oxley Act of 2002.
         32.1     Certification  of  Sandy J.  Masselli  pursuant  to 18  U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.
         32.2     Certification  of  Richard  B.  Davis  pursuant  to 18  U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.

                                       19

<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or15 (d) of the Securities  Exchange Act of 1934,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.


                                       TOTAL ENTERTAINMENT INC.

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

Dated November 13, 2003

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

SIGNATURE                       TITLE                                DATE
---------                       -----                                ----


/s/ ROBERT D. BONNELL           Director                       November 13, 2003
---------------------------

/s/ RICHARD B. DAVIS            Director                       November 13, 2003
---------------------------     and Chief Financial Officer

/s/ JOHN J. MASSELLI            Director                       November 13, 2003

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

                                       20