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 June 30, 2004.

[_]      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 568 Rumson, NJ 07760-0568
               ---------------------------------------------------
               (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 June 30, 2004,  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, 2003 and June 30, 2004 (Unaudited) .........................     1

Condensed Consolidated Statements of Operations
Six Months Ended June 30, 2003 and 2004 (Unaudited) ...................       2

Notes to Condensed Consolidated Financial Statements .....................    4

Signatures ...............................................................   12















                                        i




<PAGE>

PART I. Financial Information (Unaudited)

                   Total Entertainment, Inc. and Subsidiaries

      Consolidated Balance Sheet as at December 31, 2003 and June 30, 2004



                                                                     June 30,
                                                   December 31,        2004
                                                       2003        (unaudited)
                                                   ------------    ------------
ASSETS

Current assets
   Cash                                            $         71    $         71
                                                   ------------    ------------
        Total current assets                                 71              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                        348,140         348,140
                                                   ------------    ------------
                                                         15,449          15,449

                                                   $     15,520    $     15,520
                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
   Accounts payable and accrued liabilities        $    155,964    $    155,964
   Deferred compensation                              1,325,450       1,325,450
   Due to directors and stockholders                    521,771         521,771
                                                   ------------    ------------
         Total current liabilities                    2,003,185       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                               (4,730,748)     (4,730,748)
                                                   ------------    ------------
                                                     (1,987,665)     (1,987,665)
                                                   ------------    ------------
                                                   $     15,520    $     15,520
                                                   ============    ============




                                        1
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Operations
                      Six months ended June, 2003 and 2004
                                   (unaudited)


                                                      June  30,       June 30,
                                                         2003           2004
                                                     -----------    -----------
Income
   Gaming revenues                                   $      --      $      --
   Royalty income                                           --             --
                                                     -----------    -----------
Net Income                                                  --             --

Costs and expenses
   Cost of operations                                       --             --
   Selling, general and administrative                   114,584           --
   Depreciation and amortization                           6,558           --
                                                     -----------    -----------
                                                        (121,142)          --



NET INCOME (LOSS) FOR THE PERIOD                     $  (121,142)   $       (00)
                                                     ===========    ===========
Income (loss) per common share
   Basic                                             $      (.00)   $      (.00)
   Diluted                                           $      (.00)   $      (.00)

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

      Basic                                            7,603,826      7,603,826
                                                     ===========    ===========
      Diluted                                          7,603,826      7,603,826
                                                     ===========    ===========







                                        2

<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Cash Flows
                     Six months ended June 30, 2003 and 2004
                                   (unaudited)

                                                           June 30,    June 30,
                                                             2003        2004
                                                           --------    --------
Cash flows from operating activities
   Net income (loss)                                       (215,868)        (00)
   Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating
     activities
       Depreciation and amortization                         13,329        --
       Increase (decrease) in cash from changes in
          operating assets and liabilities
            Accounts receivable                                --          --
            Accounts payable and accrued liabilities         (7,294)       --
            Deferred compensation                          (142,501)       --
                                                           --------    --------
               Net cash provided by (used in)
                 operating activities                       (67,332)          0

Cash flows from investing activities
   Payments received on Note Receivable                        --          --
                                                           --------    --------
               Net cash provided by (used in)
                 investing activities                          --          --

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

       NET INCREASE (DECREASE) IN CASH                          122         (00)

Cash at beginning of period                                     193         193
                                                           --------    --------

Cash at end of period                                            71          71
                                                           ========    ========





                                        3
<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 June 30, 2004
and the results of operations  for the three period ended June 30, 2003 and 2004
and cash flows for the nine months ended June 30, 2003 and 2004, 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, 2003 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 six month period ended June 30, 2004 are not
necessarily  indicative of the results of operations which may be expected for a
full year.



                  BUSINESS, DESCRIPTION AND HISTORY OF COMPANY

Item 2. CORPORATE STRUCTURE BUSINESS, DESCRIPTION AND HISTORY OF COMPANY

Total  Entertainment  Inc.,  formerly  known as Kit Farms  Inc.  (the  Company),
incorporated  in the  State of  Indiana,  had 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.

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  provided  Intercapital  Global with technical and customer
support and administrative services.

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.

The Company on August 22, 2002 sold all of its remaining online gaming assets.

On February  10,2003,  a reverse stock split of the  Company's  Common Stock was
effected. The reverse split was on a one hundred shares for one share basis.



                                        4
<PAGE>

Since  August  22,2002  through  March  31,2004  the  Company  had  no  business
activities  other  than  administrative  costs  necessary,  for  researching  an
acquisition  candidate and for remaining a publicly  reporting  entity. On March
17,2004 , the Company  entered in an asset purchase  agreement with Beth Bender,
Inc. a development stage enterprise.

Item 3.  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,  2003 and 2002,  the  Company has a working
capital deficiency of approximately $2,003,185 and $1,800,575, respectively, and
a   stockholders'   deficiency  of   approximately   $1,988,000  and  $1,772,000
respectively.

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.  The Company  issued  2,454,742
     common shares of the company, to directors and officers.  The shares issued
     for the  cancellation  of directors  options(  dated February 18, 1998) and
     severance payments to terminated employees.

(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 4. 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.



                                        5

<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, 2003 and 2002 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, 2003 is 7,603,826.  The denominator
for the basic and  diluted  earnings  per share  calculation  for the year ended
December 31, 2002 is 62,908,443.

(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.

(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.

                                        6

<PAGE>

(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 $0.00
and $47,000 for the years ended December 31, 2003 and 2002. 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)).

(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.



                                        7

<PAGE>

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.

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  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.

(ii)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.

(iii)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.



                                        8
<PAGE>

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.

In 2003, The Company issued 2,454,742 common shares of the company, to directors
and officers.  The shares issued for the  cancellation of directors  options and
severance payments to terminated employees.

(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.

The Company had no options  granted,  exercised  or  forfeited  during the years
ended December 31, 2002 and 2003.  The following  table  summarizes  information
about the shares  outstanding and exercisable for options,  including the option
held by Intercapital Asset Management Limited at December 31, 2002.


                                         Weighted-average
   Remaining              Number         contractual life         Number
exercise prices        outstanding           in years          exercisable
---------------        -----------       ----------------      -----------
         $.1875         66,500,000                    5.1       66,500,000
            .15          2,750,000                   5.75        2,750,000
---------------        -----------       ----------------      -----------
                        69,250,000                              69,250,000
                       ===========                             ===========

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  was
committed under three operating leases for automobiles expiring on various dates
in 2004. These leases have since been terminated.

Rent  expense for the years ended  December  31, 2003 and  December 31, 2002 was
approximately $ 0.00 and $82,460,  respectively.  The Company received rent free
office space at Intercapital  Asset  Management's  leased facility in New Jersey
under an informal  agreement  for the year ended  December 31 2003.  The Company
also paid for a portion of Intercapital  Asset  Management's  leased facility in
New Jersey under an informal agreement for the year ended December 31 2002.

(b)  CAPITAL LEASE OBLIGATION

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

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.


LITIGATION

     We are not a party to any pending  legal  proceedings,  our property is not
the  subject  ot a  pending  legal  proceeding,  and  to  the  knowledge  of our
management, no proceedings are presently contemplated against us by any federal,
state or local governmental agency.

     Further,  to the  knowledge  of our  management,  no director or  executive
officer is party to any action in which any has an interest adverse to us.




                                        9

<PAGE>

Item 7. RELATED PARTY TRANSACTIONS

(a)  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
and approved by the  Company's  Board of Directors.  Such totaled  approximately
$880,000 at December 31, 2000 and are deferred by the Company.  The total amount
of deferred officer salaries at December 31, 2003 was approximately  $1,132,949.
During the year ended December 31, 2003, $0.00 of officers salaries were paid in
cash and $142,501 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 2002 and 2003 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).

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.


                                       10

<PAGE>

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.

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,
2003 and 2002.

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 2003 the Company paid approximately $0 of taxes and $4,000 of interest.

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*



                                       11
<PAGE>

Form 8-K dated August  26,2002*  Form 8-K dated  September  10,2002*  Form 8-K/A
dated  November  19,2002* Form 8-K dated  January  27,2004* Form 8-K dated April
2,2004*Form 8-K dated June 8, 2004*Form 8-K dated July 2, 2004


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.




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 May 14, 2004

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                       August 22, 2004
-----------------------


/s/ RICHARD B. DAVIS         Director  and                  August 22, 2004
-----------------------     Chief  Financial Officer


/s/ JOHN J. MASSELLI         Director                       August 22, 2004
-----------------------











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