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 SEPTEMBER 30, 2002.

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

                      Commission File Number: _____________

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

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


                    P.O. Box 8699, Red Bank, New Jersey 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, 2002, there were 58,388,443 shares of the issuer's
common stock outstanding.

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

                            Total Entertainment, Inc.

                                      Index

                                                                            Page

PART I. Financial Information (Unaudited)

Condensed Consolidated Balance Sheets
December 31,2001 and September 30,2002 (Unaudited)                             3

Condensed Consolidated Statements of Operations
Nine Months Ended September 30,2002 and 2001 (Unaudited)                       4

Condensed Consolidated Statements of Operations
Three Months Ended September 30,2002 and 2001 (Unaudited)                      5

Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30,2002 and 2001 (Unaudited)                       6

Notes to Condensed Consolidated Financial Statements                        7-11

Management's Discussion and Analysis of Financial
Condition and Results of Operations                                        12-15

PART II. Other Information                                                    16

Signatures                                                                    17

                                        2
<PAGE>

                    PART I. Financial Information (Unaudited)

                   Total Entertainment, Inc. and Subsidiaries

                           Consolidated Balance Sheet

                 as at September 30, 2002 and December 31, 2001



                                                    December 31,    Sept. 30,
                                                        2001           2002
                                                    -----------    -----------
                                                                   (unaudited)
ASSETS

Current assets
   Cash                                             $    20,416    $     1,337
   Accounts receivable                                  232,527             --
                                                    -----------    -----------
        Total current assets                            252,943          1,337

Property and equipment
   Computer equipment                                   354,893        314,744
   Other furniture and fixtures                          48,845         48,845
                                                    -----------    -----------
                                                        403,738        363,589
   Less accumulated depreciation                        304,310        318,711
                                                    -----------    -----------
                                                         99,428         44,878
Other assets
   Note receivable from NetForFun                       124,717             --
   Other assets                                          41,282             --
                                                    -----------    -----------

                                                    $   518,370    $    46,215
                                                    ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities
   Accounts payable and accrued liabilities         $   348,004    $   267,356
   Customer account deposits                            373,381             --
   Current maturities of capital lease
     obligations                                         11,264             --
   Deferred compensation                              1,061,050      1,182,950
   Due to directors and stockholders                    354,965        455,282
                                                    -----------    -----------
        Total current liabilities                     2,148,664      1,905,588

Stockholders' equity (deficiency)
   Common stock, $.001 par value; authorized,
   200,000,000 shares; issued and outstanding;
   58,388,443 shares at December 31,2001                 58,388         58,388
   Additional paid-in capital                         2,684,695      2,684,695
   Accumulated deficit                               (4,373,377)    (4,602,456)
                                                    -----------    -----------
                                                     (1,630,294)    (1,859,373)
                                                    -----------    -----------

                                                    $   518,370    $    46,215
                                                    ===========    ===========

                                       3
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Operations

                  Nine months ended September 30, 2002 and 2001
                                   (unaudited)

                                                  Sept. 30,       Sept. 30,
                                                     2001            2002
                                                 ------------    ------------
Income
   Gaming revenues, net                          $  2,023,678    $    757,674
   Royalty income                                          --          84,750
                                                 ------------    ------------
Net Income                                          2,023,678         842,424

Costs and expenses
   Cost of operations                               1,223,239         162,812
   Research and development                            59,993              --
   Selling, general and administrative              1,502,445       1,011,573
   Depreciation and amortization                       96,047          48,305
                                                 ------------    ------------
                                                    2,881,732       1,222,690
Other Income
   Gain on Sale of Netforfun Stock                         --          21,201
   Gain on Sale of Assets                                  --         129,986
                                                 ------------    ------------
NET INCOME (LOSS) FOR THE PERIOD                 $   (858,046)   $   (229,079)
                                                 ============    ============
Income (loss) per common share
   Basic                                         $       (.01)   $       (.00)
   Diluted                                       $       (.01)   $       (.00)

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

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

                                       4
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Operations

                 Three months ended September 30, 2002 and 2001
                                   (unaudited)

                                                  Sept. 30,       Sept. 30,
                                                     2001            2002
                                                 ------------    ------------
Income
   Gaming revenues,net                           $    446,369    $         70
   Royalty income                                          --          84,750
                                                 ------------    ------------
Net Income                                            446,369          84,820

Costs and expenses
   Cost of operations                                 416,158          (2,624)
   Research and development                               980              --
   Selling, general and administrative                481,340         172,264
   Depreciation and amortization                       32,015          12,983
                                                 ------------    ------------
                                                      930,493         182,623
Other Income
   Gain on Sale of Assets                                  --         129,986
                                                 ------------    ------------
NET INCOME (LOSS) FOR THE PERIOD                 $   (484,124)   $     32,183
                                                 ============    ============
Income (loss) per common share
   Basic                                         $       (.01)   $        .00
   Diluted                                       $       (.01)   $        .00

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

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

                                       5
<PAGE>

                    Total Entertainment Inc. and Subsidiaries

                      Consolidated Statement of Cash Flows

                  Nine months ended September 30,2002 and 2001
                                   (unaudited)

                                                          Sept. 30,    Sept.30,
                                                            2001        2002
                                                         ----------  ----------
Cash flows from operating activities
   Net income (loss)                                       (858,046)   (229,079)
   Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating
     activities
       Amortization of deferred licensing fees               33,662          --
       Depreciation and amortization                         96,047      48,305
       Expenditures paid by directors and stockholders      200,000          --
       Deferred compensation                                 96,050     121,900
   Increase (decrease) in cash from changes in
         operating assets and liabilities
            Accounts receivable                             106,227     232,527
            Prepaid expense and other                        75,750          --
            Accounts payable and accrued liabilities        (83,351)    (80,648)
            Customer account deposits                       230,508    (373,381)
                                                         ----------  ----------
               Net cash provided by (used in)
                 operating activities                      (103,153)   (280,376)

Cash flows from investing activities
   Purchase of computers and equipment                       (3,845)         --
   Payments received on Note Receivable                          --     124,717
   Proceeds from sale of computers                               --       6,245
   Sale of other assets                                          --      41,282
                                                         ----------  ----------
               Net cash provided by (used in)
                 investing activities                        (3,845)    172,244

Cash flows from financing activities
   Principal payments on capital leases                     (13,307)    (11,264)
   Advances from (repayments to) directors and
     stockholders, net                                      121,472     100,317
                                                         ----------  ----------
            Net cash provided by (used in)
              financing activities                          108,165      89,053
                                                         ----------  ----------

            NET INCREASE (DECREASE) IN CASH                   1,167     (19,079)

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

Cash at end of period                                         1,536       1,337
                                                         ==========  ==========

                                       6
<PAGE>

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

NOTE A - Summary of Accounting Policies

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

         In the opinion of the Company's management, the accompanying unaudited
financial statements contain all adjustments (consisting of normal recurring
entries) necessary to present fairly the financial position as of December 31,
2001 and September 30, 2002 and the results of operations for the three and nine
month periods ended September 30, 2002 and 2001 and cash flows for the nine
months ended September 30, 2002 and 2001, respectively.

         The accounting policies followed by the Company are set forth in Note A
of the Company's financial statements as contained in the Form 10-KSB for the
year ended December 31, 2001 filed with the Securities and Exchange Commission.
The Form 10-KSB contains additional data and information with respect to
intangible assets, stock option plans, reserved shares, income taxes,
commitments and contingencies, and other items and is incorporated by reference.

         The results reported for the three and nine month periods ended
September 30, 2002 are not necessarily indicative of the results of operations
which may be expected for a full year.

NOTE B - NETFORFUN TRANSACTIONS

         When the Company sold its remaining interest in www.slotsvegas.com
website in 2000, we received common stock of Netforfun and a note receivable. In
January 2002 Netforfun was taken over by Spectrafax. The Netforfun common stock
related to sale of www.slotsvegas.com in 2000 was replaced by 1,800,000 shares
of Spectrafax common stock. The Company received approximately $146,000 from the
sale of Spectrafax stock during the nine months ended September 30, 2002, which
has been accounted for as a reduction of the note receivable from Netforfun.
During the quarter ended September 30, 2002 the amount representing the note
receivable has been fully satisfied and the additional amounts received have
been recognized as a gain on the sale of stock.

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

                                       7
<PAGE>

NOTE C - SUMMERHILL (UK) TRANSACTIONS

         The Company sold its interest in www.theonlinecasino.com website as of
July 1, 2002. We received common stock of Summerhill (UK) ,a royalty agreement
and Summerhill (UK) assumed customer deposits and other commitments and leases
from the Company associated with the operation of the website. The Company
received approximately $17,600 from Summerhill during the quarter ended
September 30, 2002. During the quarter ended September 30, 2002 the amount
representing the royalty agreement has been fully satisfied and has been
recognize as royalty income.

         The Company has not recognized any value of its holdings of Summerhill
common stock due to the uncertainty of the valuation of the common stock upon
receipt of Summerhill common stock in 2002.

NOTE D - OLYMPIC SPORTS DATA SERVICES, Ltd. TRANSACTIONS

         The Company sold its interest in www.onlinesportsbook.com web site as
of July 1, 2002, to OLYMPIC SPORTS DATA. We received, a royalty agreement and
OLYMPIC SPORTS DATA assumed customer deposits and other commitments and leases
from the Company associated with the operation of the website. The Company
received approximately $67,150 from OLYMPIC SPORTS DATA during the quarter ended
September 30, 2002. During the quarter ended September 30, 2002 the amount
representing the royalty agreement has been fully satisfied and has been
recognized as royalty income.

NOTE E - NET INCOME (LOSS) PER COMMON STOCK

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

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

                                      Nine Months Ended    Nine Months Ended
                                        Sept. 30, 2001      Sept. 30, 2002
                                       ---------------     ---------------

Basic Shares                                58,388,443          58,388,443
                                       ===============     ===============
(Loss) available to
   Common shareholders                        (858,046)           (229,079)

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


                                     Three Months Ended   Three Months Ended
                                        Sept. 30, 2001      Sept. 30, 2002
                                       ---------------     ---------------

Basic Shares                                58,388,443          58,388,443
                                       ===============     ===============
Income (Loss) available to
   Common shareholders                        (484,124)             32,183

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

                                       8
<PAGE>

NOTE D - RELATED PARTY TRANSACTIONS

1.   Deferred Compensation

         Sandy Masselli, together with certain other senior officers and
employees of the Company, have agreed to defer their annual salaries until such
time as determined by the relevant officer, without interest and not funded. The
deferred salaries shall be paid to such persons in cash or stock of the Company
at such future time as each person may elect by written notice to the Company.
The total amount of deferred officer salaries at September 30, 2002 was
approximately $1,182,950. During the quarter ended September 30, 2002, $71,250
of officers salaries was deferred.

2.   Due to Directors and stockholders

         Intercapital Asset Management Inc., an entity which is controlled by
the Company's Chief Executive Officer, was owed a total of $86,269 by the
Company as at September 30,2002. This amount is included in due to Directors and
Stockholders. The amount advanced bears no interest and has no scheduled
repayment terms.

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


NOTE E - COMMITMENTS AND CONTINGENCIES

1.   Legislative Risks and Uncertainties

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

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

                                       9
<PAGE>

     Pending United States Legislation and Other Existing Laws

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

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

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

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

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

2.   Litigation

     KNOBLOCK LITIGATION
     -------------------

     On September 29, 2002 the Company signed a Memorandum of Understanding to
     fully settle the Knoblock lawsuits, in all respects consolidated in the
     Indiana State Court and the Superior Court in the District of Montreal,
     that have been pending since late 1999. The settlement calls for the
     Company to lift certain restrictions on the issuance of previously issued
     outstanding Knoblock shares and for Equity Transfer Services, Inc., the
     Company's stock transfer agent, to withdraw the cross-claim against the
     Company. Mr. Robert Knoblock was the former CEO and Chairman of the
     Company. The settlement reflected in the Memorandum of Understanding is
     subject to formal Court approval.

                                       10
<PAGE>

     DISCOUNT CHARGE CARD LIMITED
     ----------------------------

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

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

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

3.   Liquidity

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Company as a going concern. We have a deficiency in working capital of
     approximately $1,904,000 as at September 30, 2002. We have also incurred a
     loss from operations in all periods since inception. There are also
     legislative risks and uncertainties regarding online casinos, and certain
     litigation against the Company; the cost of defending such actions could be
     significant. We have financed our operations to date primarily through the
     deferral of officers' salaries, advances made by affiliates, advances made
     by SGL pursuant to a working capital loan agreement, and the proceeds of
     the sale of our Slotsvegas site. These factors raise substantial doubts
     about our ability to continue as a going concern.

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

                                       11
<PAGE>

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

         The following discussion of the financial condition and results of our
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this Form 10-QSB and Form 10-KSB for the
year ended December 31, 2001. Except for the historical information contained
herein, the discussion in this Form 10-QSB contains forward-looking statements
that involve risks, uncertainties and assumptions such as statements of our
plans, objectives, expectations and intentions. The cautionary statements made
in this Form 10-QSB should be read as being applicable to all related forward-
looking statements wherever they appear in this document. The actual results,
levels of activity, performance, achievements and prospects could differ
materially from those discussed below. Factors that could cause or contribute to
such differences include those discussed elsewhere in this Form 10-QSB.

Cautionary Statement Regarding Forward-Looking Information

         This Management's Discussion and Analysis of Financial Condition and
Results of Operations and other sections of this Form 10-Q contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These statements appear in a number of places in this Form 10-Q
and include statements regarding the intent, belief or current expectations of
the Company or its officers with respect to, among other things, the ability of
the Company to make capital expenditures, the ability to incur additional debt,
as necessary, to service and repay such debt, if any, as well as other factors
that may effect the Company's financial condition or results of operations.
Forward-looking statements may include, but are not limited to, projections of
revenues, income or losses, capital expenditures, plans for future operations,
financing needs or plans, compliance with covenants in loan agreements, plans
for liquidation or sale of assets or businesses, plans relating to products or
services of the Company, assessments of materiality, predictions of future
events, and the ability to obtain additional financing, including the Company's
ability to meet obligations as they become due, and other pending and possible
litigation, as well as assumptions relating to the foregoing. All statements in
this Form 10-Q regarding industry prospects and the Company's financial position
are forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. The Company undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements that may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

                                       12
<PAGE>

Business Overview

         From 1996 through August 1998, we were considered a development stage
company. On September 12, 1998, we launched the www.theonlinecasino.com Web site
and began generating revenues.

         We have incurred significant losses and negative cash flows from
operations since inception due to the initial research, technology
infrastructure development and start up costs associated with our former online
gaming business. Our revenues are not sufficient to cover our expenses to date.
In order to significantly increase revenues we were required to incur
significant advertising and promotional expenses. We had anticipated additional
revenues to occur. In anticipation of an expansion of our former online gaming
business operations, we had been expanding our management personnel. We employed
additional personnel in such areas as sales, technical support and finance. The
actual and proposed increases in personnel significantly increased our selling,
general and administrative expenses.

         We have recently undertaken a corporate reorganization. A decision last
quarter by a majority of major U.S.-based banks to restrict the use of their
credit cards for Internet gaming has had a significant impact on the industry
and the Company. This decision was a major factor in the Companys decision to
divest its Gaming assets and websites.

         The Company has entered into two contracts to sell all remaining
Internet gaming assets to Olympic Sports Data Services, Ltd. and Summerhill (UK)
PLC. The agreements call for assumption of customer deposits, a royalty
agreement, 2,950,000 common share of Summerhill (UK) PLC and assumption of
certain agreements and leases.

         We are currently seeking business opportunities across all industries
for potential transactions and relationships in which we can apply our current
resources and management strengths. We are particularly focused on companies
with sound business plans and existing revenue bases that require growth
capital. The companies that we target, either public or privately held and
regardless of industry, will be seeking growth or restructuring capital to
pursue near term business objectives in demonstrated markets.

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

                                       13
<PAGE>

Results of Operations

         Revenues. Net gaming revenues in the third quarter 2001 were
approximately $446,000. Net gaming revenues for the nine months ended September
30, 2001 were approximately $2,024,000. Net gaming revenues are recognized upon
completion of the sporting event or game of chance. Sporting event revenues have
a strong seasonality towards U.S. professional and college football and
basketball seasons in the fall and winter months. There was no net gaming
revenue for the quarter ended September 30,2002. The Company's income for this
period consists of approximately $85,000 in royalty income related to the sale
of gaming assets.

         Cost of Operations. Cost of operations consists primarily of software
licensing and maintenance costs, royalty payments, credit card processing fees,
and internet service provider costs. For the three and nine months ended
September 30, 2001 such costs amounted to approximately $416,000 and $1,223,000
respectively. The amount of approximately $163,000 for the nine months ended
September 30, 2002 consists of such costs prior to the sale of gaming assets.

         Research and Development Expenses. Research and development expenses
consist principally of costs associated with the development and implementation
of the Web sites, developing a methodology for online gaming and investigating
the development of certain software products. There were no research and
development expenses for the three and nine months ended September 30, 2002.

         General and Administrative Expenses. General and administrative
expenses consist primarily of salary costs, telecommunication, travel and other
administrative costs including professional service fees. Total general and
administrative expenses for the three months ended September 30, 2002 and 2001
were approximately $172,000 and $418,000 respectively. For the nine months ended
September 30, 2002 and 2001 general and administrative expenses were
approximately $1,012,000 and $1,502,000 respectively.

         Depreciation and Amortization. Depreciation and amortization expenses
consist primarily of the depreciation of furniture and in-house computers,
servers and telecommunications equipment. Total depreciation and amortization
expense was approximately $13,000 and $48,000 respectively for the three and
nine months ended September 30, 2002 and approximately $32,000 and $96,000
respectively for the three and nine months ended September 30, 2001.

         Income Taxes. We have incurred net losses for each period from
inception through 1999 and recorded a modest profit in 2000. Since we have not
yet filed our 1996 through 2001 tax returns for Mint and affiliates and Total
Entertainment Inc., losses generated in prior years may not be available. We are
expecting to file such tax returns in the near future, which could yield
approximately $2,000,000 of net operating loss carry forwards as of December 31,
2000 for United States federal income tax purposes, which will expire in the
year 2018. Due to the uncertainty of obtaining such benefits and of future
profitability, a valuation allowance equal to the deferred tax assets has been
recorded for such carry forwards. Changes in ownership resulting from
transactions among our stockholders and sales of common stock by us, may limit
the future annual realization of the tax net operating loss carry forwards under
Section 382 of the Internal Revenue Code of 1986.

                                       14
<PAGE>

Critical Accounting Policies

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

Liquidity and Capital Resources.

         The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. We have a deficiency in working capital of
approximately $1,904,000 as at September 30, 2002. We have also incurred a loss
from operations in all periods since inception. There are also legislative risks
and uncertainties regarding online casinos, and certain litigation against the
Company; the cost of defending such actions could be significant. We have
financed our operations to over the past year primarily through the deferral of
officers' salaries, advances made by affiliates, and the proceeds of the sale of
our websites site (including our Spectrafax stock). Due to our limited cash
balances, we expect to have to continue these financing methods. These factors
raise substantial doubt about our ability to continue as a going concern.

         Net cash provided by (used in) operating activities was approximately
($280,000) and ($103,000) for the nine months ended September 30, 2002 and 2001.

         During the first nine months of 2002, we borrowed funds totaling
$138,000 from directors and stockholders to fund our operations under short-term
advances without fixed repayment terms. Repayments on these advances totaled
approximately $38,000 during the first nine months of 2002. We also received
approximately $146,000 from the sale of Spectrafax stock in the first nine
months of 2002.

         Our material capital commitments consist of obligations under
facilities and operating leases. We anticipate that we will experience an
increase in our capital expenditures and lease commitments consistent with our
anticipated growth in operations, infrastructure and personnel. We anticipate
devoting additional resources to building the strength of our brand name,
through increased marketing and sales efforts. We have used our common stock
where possible to obtain required products and services without using cash.

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

                                       15
<PAGE>

                            PART II-OTHER INFORMATION

Item 1.  Legal Proceedings

         Please refer to Item 3, of the Condensed Notes to Consolidated
Financial Statements and the Company's report on Form 10-KSB for the year ended
December 31,2001 for a description of the material legal proceedings in which
the Company is involved.

Item 2.  Changes in Securities and Use of Proceeds

         NOT APPLICABLE

Item 3.  Defaults upon Senior Securities

         NOT APPLICABLE

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

         NOT APPLICABLE

Item 5.  Other Information

         NOT APPLICABLE

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

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

*     Incorporated by reference from the Company's Form 10-SB Registration
      Statement dated December 14, 1999.
**    Incorporated by reference from the Company's Form 10-KSB Annual Report for
      the year ended December 31, 1999.
***   Incorporated by reference from the Company's Form 10-KSB Annual Report for
      the year ended December 31, 2000.
****  These documents and related Exhibits have previously been filed with the
      Securities and Exchange Commission and are incorporated herein by this
      reference.

                                       16
<PAGE>

         (b)   Reports on Form 8-K.
               -------------------

8-K Current Report dated August 26, 2002, and filed with the Securities and
Exchange Commission on August 26, 2002,.****
8-K Current Report dated September 10, 2002, and filed with the Securities and
Exchange Commission on September 10, 2002.****

         (c)   Exhibit number 99.1
               Certifications 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 the Securities Exchange Act of 1934, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.


                            TOTAL ENTERTAINMENT INC.

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

/s/ SANDY J. MASSELLI, JR.    Chairman of the Board, Chief     November 19, 2002
---------------------------   Executive Officer and Director
Sandy J. Masselli, Jr.,

/s/ MITCHELL BROWN            President, Chief Operating       November 19, 2002
---------------------------   Officer and Director
Mitchell Brown

/s/ ROBERT D. BONNELL         Director                         November 19, 2002
---------------------------
Robert D. Bonnell

/s/ RICHARD B. DAVIS          Director                         November 19, 2002
---------------------------
Richard B. Davis

/s/ JOHN J. MASSELLI          Director                         November 19, 2002
---------------------------
John J. Masselli


                                       17

<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Sandy J. Masselli, Jr, Chairman and Chief Executive Officer of Total
Entertainment, Inc. (the "Registrant"), certify that:

1.  I have reviewed this Quarterly Report on Form 10-QSB of the Registrant;

2.  Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

    a)   designed such disclosure controls and procedures to ensure that
    material information relating to the Registrant, including its consolidated
    subsidiaries, is made known to us by others within those entities,
    particularly during the period in which this Quarterly Report is being
    prepared;

    b)   evaluated the effectiveness of the Registrant's disclosure controls and
    procedures as of a date within 90 days prior to the filing date of this
    Quarterly Report (the "Evaluation Date"); and

    c)   presented in this Quarterly Report our conclusions about the
    effectiveness of the disclosure controls and procedures based on our
    evaluation as of the Evaluation Date;

5.  The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);

    a)   all significant deficiencies in the design or operation of internal
    controls which could adversely affect the Registrant's ability to record,
    process, summarize and report financial data and have identified for the
    Registrant's auditors any material weaknesses in internal controls; and

    b)   any fraud, whether or not material, that involves management or other
    employees who have a significant role in the Registrant's internal controls;
    and

6.  The Registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 19, 2002                By /s/ SANDY J. MASSELLI, JR.
                                          --------------------------------------
                                          Chief Executive Officer,
                                          Chairman & Director

                                       18
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mitchell H. Brown, President and Chief Operating Officer of Total
Entertainment, Inc. (the "Registrant"), certify that:

1.  I have reviewed this Quarterly Report on Form 10-QSB of the Registrant;

2.  Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

    a)   designed such disclosure controls and procedures to ensure that
    material information relating to the Registrant, including its consolidated
    subsidiaries, is made known to us by others within those entities,
    particularly during the period in which this Quarterly Report is being
    prepared;

    b)   evaluated the effectiveness of the Registrant's disclosure controls and
    procedures as of a date within 90 days prior to the filing date of this
    Quarterly Report (the "Evaluation Date"); and

    c)   presented in this Quarterly Report our conclusions about the
    effectiveness of the disclosure controls and procedures based on our
    evaluation as of the Evaluation Date;

5.  The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);

    a)   all significant deficiencies in the design or operation of internal
    controls which could adversely affect the Registrant's ability to record,
    process, summarize and report financial data and have identified for the
    Registrant's auditors any material weaknesses in internal controls; and

    b)   any fraud, whether or not material, that involves management or other
    employees who have a significant role in the Registrant's internal controls;
    and

6.  The Registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 19,2002                 By /s/ MITCHELL H. BROWN,
                                          --------------------------------------
                                           President and Chief Operating Officer

                                       19

<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard B. Davis Chief Financial Officer & Director of Total Entertainment,
Inc. (the "Registrant"), certify that:

1.  I have reviewed this Quarterly Report on Form 10-QSB of the Registrant;

2.  Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this Quarterly
Report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

    a)   designed such disclosure controls and procedures to ensure that
    material information relating to the Registrant, including its consolidated
    subsidiaries, is made known to us by others within those entities,
    particularly during the period in which this Quarterly Report is being
    prepared;

    b)   evaluated the effectiveness of the Registrant's disclosure controls and
    procedures as of a date within 90 days prior to the filing date of this
    Quarterly Report (the "Evaluation Date"); and

    c)   presented in this Quarterly Report our conclusions about the
    effectiveness of the disclosure controls and procedures based on our
    evaluation as of the Evaluation Date;

5.  The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function);

    a)   all significant deficiencies in the design or operation of internal
    controls which could adversely affect the Registrant's ability to record,
    process, summarize and report financial data and have identified for the
    Registrant's auditors any material weaknesses in internal controls; and

    b)   any fraud, whether or not material, that involves management or other
    employees who have a significant role in the Registrant's internal controls;
    and

6.  The Registrant's other certifying officer and I have indicated in this
Quarterly Report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 19,2002                 By /s/ RICHARD B. DAVIS
                                          --------------------------------------
                                          Richard B. Davis
                                          CFO & Director

                                       20