UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       __________________________________

                                   FORM 10-KSB
                       __________________________________


(X)  Annual  report  pursuant to sections 13 or 15(d) of the Securities Exchange
Act  of  1934  for  the  fiscal  year  ended  September  30,  2001.

( )  Transition  report  pursuant  to  section  13  or  15(d)  of the Securities
Exchange  Act  of  1934.

                         COMMISSION FILE NUMBER 0-23914


                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                 (Name of small business issuer in its charter)


                  DELAWARE                                87-521389
          (State of jurisdiction of                    (I.R.S. Employer
        incorporation or organization)               Identification Number)



               17300 SATURN LANE, SUITE 111, HOUSTON, TEXAS 77058
                            TELEPHONE: (281) 486-6115
          (Address and telephone number of principal executive offices)


           Securities registered pursuant to Section 12(b) of the Act:


Title  of each class                   Name of each exchange on which registered
--------------------                   -----------------------------------------
     None                                             None


          Securities registered pursuant to Section 12 (g) of the Act:
                          Common Stock $.001 par value
                                (Title of Class)

Check  whether  the  issuer  (1)  filed all reports to be filed by Section 13 or
15(d)  of the Securities Exchange Act of 1934 during the preceding 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  (  )

Check  if there is no disclosure of delinquent filers in response to item 405 of
Regulation S-B is not contained herein and will not be contained, to the best of
registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  reference in Part III for this Form 10-KSB or any amendment to
this  Form  10-KSB.

The  aggregate  market  value  of the voting stock held by non-affiliates of the
Registrant,  based  upon  the closing sale price of the Common Stock on December
31,  2001 as reported on the NASDAQ Electronic Bulletin Board, was approximately
$4,125,911.  Shares  of Common Stock held by each executive officer and director
and by each person who owns 5% or more of the outstanding Common Stock have been
excluded  in  that such persons may be deemed affiliates.  This determination of
affiliate  status  is  not  necessarily  a  conclusive  determination  for other
purposes.

The  issuer's revenues for the year ended September 30, 2001 totaled $3,348,390.

As  of  December  31, 2001, Registrant had outstanding shares of Common Stock of
68,365,184.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

        Transitional Small Business Disclosure Format    Yes ( )  No (X)


                                        1
<PAGE>
                  ENTERTAINMENT TECHNOLOGIES AND PROGRAMS, INC.
                          ANNUAL REPORT ON FORM 10-KSB
                               SEPTEMBER 30, 2001


Certain  statements  contained  herein  are  forward  looking  statements  and,
accordingly, involve risks and uncertainties which could cause actual results or
outcomes  to  differ  materially  from  those  expressed  in the forward looking
statements.  The  Company's  expectations, beliefs and projections are expressed
in  good  faith  and  are  believed  by  the Company to have a reasonable basis,
including  without limitations, management's examination of historical operating
trends,  data  contained  in the Company's records and other data available from
third  parties,  but  there  can be no assurance that management's expectations,
beliefs  or projections will result or be achieved or accomplished.  In addition
to  other  factors  and  matters  discussed  elsewhere herein, the following are
important  factors  that, in the view of the Company, could cause actual results
to  differ  materially  from  those discussed in the forward looking statements:
the  ability  of the Company to obtain acceptable forms and amounts of financing
to  fund  future  operations; demand for the Company's services; and competitive
factors.  The  Company  disclaims  any  obligation to update any forward looking
statements  to  reflect  events  or  circumstances  after  the  date  hereof.


                                TABLE OF CONTENTS

              CAPTION                                                       PAGE
             -------                                                        ----

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS                                         4

ITEM  2.     DESCRIPTION  OF  PROPERTY                                        19

ITEM  3.     LEGAL  PROCEEDINGS                                               19

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS      20

                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER           21
             MATTERS

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
             CONDITION  AND  RESULTS  OF  OPERATIONS                          21

ITEM  7.     FINANCIAL  STATEMENTS                                            23

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
             ACCOUNTING  AND  FINANCIAL  DISCLOSURE                           23

                                    PART III

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS                              23

ITEM  10.    EXECUTIVE  COMPENSATION                                          23

ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS
             AND  MANAGEMENT                                                  26

ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS               26

ITEM  13.    EXHIBITS  AND  REPORTS  ON  FORM  8-K                            27


                                        2
<PAGE>



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                                        3
<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

OVERVIEW

     We are a 23-year-old vertically integrated entertainment and amusement game
company.  We  are  incorporated  in  the  State  of Delaware.  Nitelife, Inc., a
predecessor  company,  was  incorporated  on  October  2, 1985 and was formed to
provide  audio  and  video entertainment at military bases located in the United
States  and  internationally,  to  provide  mobile musical entertainment, and to
operate  a  music  store in San Diego, California.  Since our formation, we have
expanded  both  the  number  of products and services we provide and the markets
into  which  such  products  and  services  are  distributed.  Today,  we  are
strategically  positioned  as  the  provider  of  a  comprehensive  array  of
entertainment  products  and  services  to  both  the  military and the civilian
markets.  We  are  primarily engaged in the design and construction of nightclub
facilities in military venues and the provision of entertainment services within
these  facilities,  the retail sale of professional sound and lighting equipment
through  catalogs  and the internet, the installation and operation of amusement
gaming  equipment,  and  the  promotion  and  production  of  live performances.

     We have a unique and dominant market share in the creation and operation of
approximately  110  entertainment  systems  within  nightclub  venues on 40 U.S.
military  bases  located  in  the United Sates, Europe and Asia. The barriers to
entry  in  our  business  with the military are formidable for any private group
attempting  to  compete  in this market.  New entrants would require significant
time  and  effort  to  develop the necessary relationships to become a preferred
independent  contractor  to the government, especially for entertainment venues.
We  are  the  only  supplier  of  entertainment  services on U.S. military bases
worldwide  to  have  been  awarded  AFNAF  (Armed  Forces Non Appropriated Fund)
contracts  and the first service company to be awarded such AFNAF status.  AFNAF
contracts  allow us to obtain business from the various branches of the military
without  entering  into  competitive  bids, a process typically required of most
independent government contractors and service providers.  Through our renewable
AFNAF  contracts  and  many  years  of  reliable  and  quality services, we have
developed very strong relationships with base commanders and venue coordinators,
and  have become the leading independent entertainment provider to U.S. military
bases.  This  highly  unique  advantage  has  been  developed  through  years of
successful  interaction  with  all  branches  of  the  Armed  Forces in military
entertainment  venues throughout the world.  In addition to military markets, we
have  the  opportunity  to exploit our success through expansion into commercial
markets,  both  domestically  and  internationally,  utilizing  our  valuable
experience  and  developed  expertise.

     We provide our services through three wholly-owned subsidiaries as follows:

     1.   Nitelife  Military Entertainment, Inc. The development, management and
          operation of entertainment systems within nightclub venues, located on
          U.  S.  military  bases  throughout  the  world,  and  the  designing,
          planning,  promotion,  and  production  of live performances and other
          entertainment  bookings in both the military and the civilian markets.

     2.   Performance  Sound and Light, Inc. The design, installation and retail
          sale  of  professional sound and lighting equipment through mail order
          catalogs,  the internet and direct sales targeting the military market
          through  AFNAF  purchase  agreements  and  civilian  consumer markets.

     3.   Hero's  Family Fun Entertainment, Inc. The ownership, installation and
          operation  of  amusement  equipment  in  company-owned  and  operated
          facilities  and  the  design  and  construction  of  entertainment
          facilities.

HISTORY

     The Music Makers, our predecessor company, was a small mobile music company
that  provided disc jockey, music, sound and lighting services to Naval military
clubs  for  parties,  dances  and  other  special  events.  The Music Makers was
started  in  1978  by  our former Chairman and Chief Executive Officer, James D.
Butcher,  who  provided  these  entertainment  services to the military bases on
which  he was stationed.  The business grew as Mr. Butcher secured several Naval
contracts  to  perform  with  Music Makers on base nightclubs throughout the San
Diego, California area.  In 1985, The Music Makers was incorporated as Nitelife,
Inc.  and  purchased a San Diego-based retail music store to lower its music and
related  equipment  costs.  Nitelife  evolved  into  a  successful  designer and
provider  of  entertainment  services  to  themed  entertainment  centers  and
nightclubs,  located  exclusively  on  U.S.  military  bases.  Further, Nitelife
developed  a  unique turnkey equipment installation and entertainment service by


                                        4
<PAGE>
securing  separate  contracts  with  each  individual  military customer.  These
contracts  provided  for  the  design,  construction  and installation of custom
entertainment  facilities,  often with little or no capital expenditure from the
military  customer.  Subsequently,  Nitelife  provided  a  full  array  of
entertainment  services  to these facilities, including club disc jockeys, music
videos,  club  promotions  and  production  of  live  artist  performances.

     After  establishing  a  highly  successful  track  record  of  profitably
designing,  constructing,  installing,  managing  and  operating  military
entertainment  systems  within venues throughout the world, Nitelife was awarded
the  Department  of  Defense's  first  service-oriented  AFNAF contract in 1993.
This  highly  coveted  contract  allows Nitelife to secure negotiated, renewable
12-month  equipment  installation  and  entertainment service contracts with any
U.S.  Military  customer  worldwide,  without  the  requirement  of  competitive
bidding.  Nitelife is currently the only provider of such entertainment services
to possess this unique advantage.  The AFNAF contract allows Nitelife to recover
its  entire  expenditure  for  designing,  equipping and providing entertainment
services  to  each  entertainment  facility  via monthly service fees, generally
within  the  first  year  of  the  facility  opening.

     Performance  Sound  &  Light  ("PS&L")  was  formed  in  1994 to handle all
equipment sales and installations.  PS&L applied for and received a second AFNAF
contract  from  the  military that not only allowed for the sale of equipment in
Nitelife  facilities,  but  also  for sales of sound, lighting, music, stage and
other  related  entertainment  equipment for the military's use on other on-base
facilities,  all  without the requirement of competitive bidding.  Nitelife sold
its  retail music stores in 1995 so it could concentrate on the global expansion
and  continued  vertical  integration  of  its  location-based  entertainment
installations  and  operations.

     In  April  1995,  Nitelife  entered  into  a  merger  transaction  with the
shareholders  of  Westcott Financial Corporation, a public company, in which the
assets  and  the  business  of  Nitelife  became  a  wholly-owned  subsidiary of
Westcott.  Westcott  subsequently changed its name to Entertainment Technologies
&  Programs,  Inc.


NITELIFE  MILITARY  ENTERTAINMENT,  INC.       [GRAPHIC  OMITED]
(AFNAF  NPA#: F4199-96-D6183)                  [GRAPHIC  OMITED]

     Nitelife  is  engaged  in  the  development,  management  and  operation of
approximately 110 entertainment systems within nightclub venues located on 40 U.
S.  military  bases  located  in the United Sates, Europe and Asia.  Nitelife is
also  involved  in  the  designing,  planning, promotion, and production of live
performances  and  other  entertainment  bookings  in  both the military and the
civilian  markets.  Nightclubs  have  historically  been established on military
bases  in  an  attempt  to:

     1.   retain  service  men  and  women  on  base, thereby avoiding potential
          problems  arising out of interaction between servicemen and civilians;

     2.   boost  morale  by  providing  U.S.  style  entertainment  in  foreign
          countries  where  none  otherwise  exists;  and

     3.   provide a less expensive on-base alternative using U.S. currency which
          often  is devalued against the foreign currencies that servicemen must
          use  if  they  go  off  base  for  entertainment.

     In order to meet the needs of this market, Nitelife provides a wide variety
of  entertainment  programs  and  services  to military nightclubs by installing
audio  and  video  equipment,  including  custom-built  disc  jockey  booths,
state-of-the-art  industrial  DVD players and turntables, top-of-the-line mixing
consoles  and  several television monitors in each nightclub.  Nitelife provides
the  maintenance  of all the equipment installed and supplies all of the records
and  music  videos for use within its managed nightclubs.  Nitelife hires (on an
independent contractor basis), trains and manages all club coordinators and disc
jockey  talent  operations within its managed nightclubs.  Nitelife also designs
and produces club promotions for nightclub managers.  This comprehensive package
of  entertainment  equipment and services is provided to military customers on a
fee  basis pursuant to one-year renewable contracts (as required by Federal Law)
between  Nitelife  and the Armed Forces Non-Appropriated Fund Purchasing Office.
Each  contract provides for a minimum number of hours of disc jockey services at
a  specified  hourly rate.  These minimum hours are established so that Nitelife
can  recover  its  initial  investment  in  approximately  eight  months.

     Star  Concerts  and  Promotions,  formerly  Vision  Quest Productions and a
subsidiary  of  Nitelife,  was  created in January 2001 to concentrate solely on
booking,  promoting and producing live entertainment performances (i.e., popular
bands,  comedians,  etc.)  on U.S. military bases around the world, an operation
Nitelife  has  performed since its inception.  In 1993, the Company was selected
by  the Pacific Air Force to produce a program entitled "Stateside Sounds" which


                                        5
<PAGE>
brought  top  40  bands to the Asian theater for a tour of U. S. military bases.
"Sounds  of  Nitelife"  is  another  program which has been produced by us since
1993,  and  brings  top  40,  rock,  and  country acts to military bases located
throughout  the United States, Europe and Asia.  Past performance promotions and
productions  have  included  acts  such  as  Kansas,  Eddie Money, Starship, REO
Speedwagon,  Tami  Wynette  and  Lee  Greenwood,  to  name  a  few.

Growth  Plan

     Through  our  Nitelife  division,  we  have  successfully  diversified
geographically  into both domestic and international U.S. military bases located
throughout  the  United  States,  Europe  and  Asia.  Base locations include all
branches  of  the U.S. Armed Forces.  As of September 2001, we had operations in
110 venues on more than 40 bases worldwide.  The U.S. operates over 360 military
bases  worldwide,  providing  potential  for growth within the military.  It has
been  our  experience  that, with the continued loss of military budget funding,
military  nightclubs  must  become  self-sufficient  or they will be closed.  We
believe  that  Nitelife's  turnkey  nightclub installation and operation program
provides  an  attractive and cost effective solution for military bases that may
be  experiencing budget reductions, as well as those military bases that are not
experiencing  such  budget  constraints.

     In  addition  to continually seeking to enhance our cost-effectiveness, our
operating  efficiencies  and  our  capability  to  provide a broader spectrum of
entertainment  experiences  to both military and private markets, our management
intends  to  implement  an  active program to market our niteclub management and
concert  promotion services to those military installations to whom we currently
do  not  provide  our  services.

Entertainment  Products  and  Services

     We  design  our  program  to  minimize  or  eliminate  the need for capital
expenditures  from  our  military clientele.  Unless otherwise desired, Nitelife
capitalizes  all  the  equipment  costs and renovates the nightclub with minimal
government  expense.  This  is very important to our military customers who have
been  effected  over  the  last  decade  by a downsizing of the military budget.
There  are  very few budgeted dollars for nightclub upgrades which are necessary
to  compete  with  civilian  markets.  Nitelife solves that problem by supplying
state-of-the-art  sound,  light and video products such as, DVD Players, Speaker
Systems, Amplification Systems, Dual Compact Disc Players, Industrial VCR's with
Jog  and  Shuttle,  Mixers  &  Turntables  with  Pitch  Control for Mixing, Club
Lighting,  Televisions, Custom Built Deejay Booths, among many others.  Should a
military  customer  choose  not  to  renew  our annual contract, Nitelife either
recovers  the  equipment for use in future facilities or, in many instances, the
military customer is obligated to purchase the equipment and backup equipment we
have  installed  during  the  term  of  our  contract.

     Nitelife sends in installation teams of audio/video technicians, carpenters
and  electricians to professionally install these systems.  Nitelife derives its
income  by  charging  an  hourly  fee  for the deejay service.  There are weekly
minimums  of  deejay  hours a nightclub must use from the Nitelife service.  The
contracted  weekly  minimums  of deejay hours are directly related to the amount
and type of equipment Nitelife installs.  Nitelife attempts to recover its costs
within  the  first  eight  months  of  the  contracted  period  of  service.

     The  most  important  service  is  the  hiring  of  the  deejay talent.  An
important  element  of  the  hiring  of the deejay is training.  Deejays must be
trained  to  use  the  microphone,  to  create  a  fun atmosphere and to promote
upcoming  events.  The  Nitelife  area  manager,  known  as  the  Area  Talent
Coordinator  ("ATC"),  hires, schedules and pays the deejay.  All of this allows
the  nightclub  management  to spend more time on their own staff, while keeping
total  control  and  final approval of the deejay staff.  Nitelife also controls
the  music  formats  through use of its newsletter containing music charting and
with  playlists  that  are  routinely  used  to  monitor  nightly  formats.

     The  service  contract also provides for equipment maintenance and software
support.  Even  if a military nightclub has the money to buy the equipment, they
often  do  not  have  the  capital to repair or replace equipment when it breaks
down.  Nitelife  bears  the  cost  of  removing,  repairing and/or replacing and
reinstalling  the  equipment.  In many cases back up equipment is also provided.
Nitelife  also  provides  the  software  package to the military nightclub which
includes the most recent DVD Technology for music video play.  Opening libraries
of music video consist of 60 hours of DVD.  Formats include Country and Western,
Top  40  Dance, Rock and Alternative music.  This library is updated ten times a
year.  Deejays also bring their tools of the trade and provide all the latest in
CD  selections.  All  of  the  software  is  provided  in  Nitelife hourly fees.

     Nitelife,  through  ATCs,  provides  promotional  support  through  weekly
brainstorming  sessions with management.  These sessions are held to develop fun
and  exciting  contests  and  prizes,  resulting  in  more  clientele and a more
interesting  atmosphere.  Nitelife  provides  interactive  games  such  as  Sumo


                                        6
<PAGE>
Wrestling  and Jousting as seen on television.  The success of special events is
largely  dependent on the promotion of such events.  Nitelife works as a partner
with  the  military base to produce camera ready flyers and calendars.  Nitelife
deejays  promote the events each night in the nightclub, on ships and throughout
the  base.

     Nitelife strives for total client satisfaction and is active in a system of
quality  control  throughout  the length of the contract.  Through an aggressive
phone  campaign  Nitelife  keeps  monthly  tabs  on  each client's situation and
entertainment  desires.  When  there  are  problems in the field, a Total Client
Satisfaction  team is dispatched immediately to the location.  This team is made
up  of  administrative  personnel  along  with technical support.  Whether it be
deejay  training,  promotional  support  or  equipment  maintenance, these teams
handle  the  problems  on  site.

Competition

     Nitelife  has  developed  a  unique  and  dominant  market share within the
military  entertainment  industry.  It  is now embarking upon the utilization of
this  presence  and  expertise for expansion into the private sector  Currently,
Nitelife  is  the  only  company of its type to possess AFNAF contracts with the
U.S.  military, which creates a significant barrier to entry for other companies
that may attempt to penetrate this market.  We believe we are significantly more
experienced,  are more vertically integrated and more developed than any similar
company.  Other  entertainment  companies  have  certain  limited  joint venture
relationships  with  the  military, but most of these are for a single facility,
the  operation  of  which  reverts  back  to  the  military  shortly after it is
constructed.  Nitelife  renews  its  contracts  annually  for,  in  most  cases,
multiple  facilities  on  each  base  throughout  the  world,  providing us with
ongoing,  monthly  revenue  streams.  If  a  base  elects  for  non-renewal of a
contract,  Nitelife  either  recovers its equipment from the facility for use in
future  installations  or  allows  the base to purchase the installed equipment.
Nitelife  has experienced an average annual renewal rate in excess of 90%, which
we  believe  attests to the satisfaction level the military customers enjoy from
us.



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<PAGE>
<TABLE>
<CAPTION>
Base  Locations

                                  UNITED STATES BASES (29)
NAME OF BASE                       BRANCH    VENUES       BASE LOCATION       FIRST CONTRACT
--------------------------------  ---------  ------  -----------------------  --------------
<S>                               <C>        <C>     <C>                      <C>

San Diego. . . . . . . . . . . .  Naval           5  San Diego, CA            Oct. 98
Sheppard . . . . . . . . . . . .  Air Force       5  Wichita Falls, TX        Jun. 95
Hickam . . . . . . . . . . . . .  Air Force       3  Honolulu, HI             Jan.94
Randolph . . . . . . . . . . . .  Air Force       3  San Antonio, TX          Jul 96
Miramar. . . . . . . . . . . . .  Marine          2  San Diego, CA            Jan. 87
Hill . . . . . . . . . . . . . .  Air Force       2  Salt Lake City, UT       Oct. 95
China Lake . . . . . . . . . . .  Naval           2  Ridgecrest, CA           Oct 95
Bangor . . . . . . . . . . . . .  Naval           2  Silverdale, WA           Dec 90
Maxwell. . . . . . . . . . . . .  Air Force       2  Montgomery, AL           Nov 95
Great Lakes. . . . . . . . . . .  Naval           2  Chicago, IL              Mar 95
Mayport. . . . . . . . . . . . .  Naval           3  Jacksonville, FL         Apr 96
Patuxent River . . . . . . . . .  Naval           3  Lexington Park, MD       Sep 90
Keesler. . . . . . . . . . . . .  Air Force       2  Biloxi, MS               Feb 96
Scott. . . . . . . . . . . . . .  Air Force       2  St. Louis, IL            Apr 95
Gunter . . . . . . . . . . . . .  Air Force       1  Montgomery, AL           Jul 95
Travis . . . . . . . . . . . . .  Air Force       2  Fairfield, CA            Apr 97
Whidbey Island . . . . . . . . .  Naval           2  Oak Harbor, WA           Dec 90
Fort Stewart . . . . . . . . . .  Army            2  Savannah, GA             Nov 98
Fort Hood. . . . . . . . . . . .  Army            3  Killeen, TX              Dec 98
Barksdale. . . . . . . . . . . .  Air Force       2  Shreveport, LA           Feb 99
Beale. . . . . . . . . . . . . .  Air Force       3  Sacramento, CA           Jul 99
Edwards. . . . . . . . . . . . .  Air Force       3  Edwards, CA              Oct 99
Ft. McCoy. . . . . . . . . . . .  Army            1  Madison, WI              Feb 00
Minot. . . . . . . . . . . . . .  Air Force       2  Minot, ND                May 00
Fort Lewis . . . . . . . . . . .  Army            3  Seattle, WA              Sep 00
Fallon . . . . . . . . . . . . .  Navy            1  Fallon, NV               Oct 01 Start
Tyndall. . . . . . . . . . . . .  Air Force       4  Panama City, FL          Oct 01 Start
Bremerton. . . . . . . . . . . .  Navy            3  Silverdale, WA           Jan 01
Ft. Polk . . . . . . . . . . . .  Army            1  Ft. Polk, LA             Jul 00
                                             ------
TOTAL NUMBER OF U.S. VENUES:                     71
                                             ======

                                         ASIAN BASES (5)
NAME OF BASE                      BRANCH     VENUES  BASE LOCATION            FIRST CONTRACT
--------------------------------  ---------  ------  -----------------------  --------------
Kadena . . . . . . . . . . . . .  Air Force       6  Okinawa City, OKI        Jul 93
Yokota . . . . . . . . . . . . .  Air Force       5  Misawa, Japan            Mar 92
Kunsan . . . . . . . . . . . . .  Air Force       4  Kunsan, Korea            Aug 95
New Sanno. . . . . . . . . . . .  Naval           1  Tokyo, Japan             Jul 95
Osan . . . . . . . . . . . . . .  Air Force       5  Seoul, Korea             Jul 93
                                             ------
TOTAL NUMBER OF ASIAN VENUES                     21
                                             ======

                                      EUROPEAN BASES (6)
NAME OF BASE                      BRANCH     VENUES  BASE LOCATION            FIRST CONTRACT
--------------------------------  ---------  ------  -----------------------  --------------
Ramstein . . . . . . . . . . . .  Air Force       6  Kaiserslautern, Germany  Jul 94
Mildenhall . . . . . . . . . . .  Air Force       3  Mildenhall, UK           Dec 94
Sigonella. . . . . . . . . . . .  Naval           2  Catania, Italy           Nov 93
Rhein Main . . . . . . . . . . .  Air Force       2  Frankfurt, Germany       May 96
Sembach. . . . . . . . . . . . .  Air Force       1  Kaiserslautern, Germany  Jul 94
Lakenheath . . . . . . . . . . .  Air Force       4  Lakenheath, UK           Oct 99
                                             ------
TOTAL NUMBER OF EUROPEAN VENUES                  18
                                             ======
</TABLE>


                                        8
<PAGE>
PERFORMANCE  SOUND  &  LIGHT,  INC.          [GRAPHIC  OMITED]
(AFNAF  NPA#:  F4199-95-D6012)               [GRAPHIC  OMITED]

     Realizing  the  benefit  of  cross selling to the government as a preferred
independent contractor, we formed Performance Sound & Light.  PS&L is engaged in
providing  professional  sound  and  lighting  equipment,  as  well  as security
equipment  to military nightclubs and the civilian markets through catalogs, the
internet  and direct sales.  In January 1995, PS&L commenced distribution of its
sales  catalog,  which  is  being  promoted  throughout  the  military using our
existing  sales  force  and commission-based contract sales representatives.  We
believe  that  the exclusivity of our AFNAF contract combined with an aggressive
direct  sales  marketing  program,  will establish PS&L as a primary source from
which  nightclub  managers  and  professionals  may  meet  their  entertainment
equipment  needs.

     PS&L, as part of its plan to increase the number of products it can sell to
the military under its AFNAF contract, recently received AFNAF approval to begin
selling security equipment to the military.  In addition, PS&L recently received
AFNAF approval to be the only link for professional sound and lighting equipment
and  security  equipment  on the military's website for its purchasing managers.

     PS&L  produces  two  mail  order catalogs, each targeting a specific market
niche.  The  first  catalog offers sound and lighting equipment to the military.
The second catalog targets the civilian consumer market.  The marketing emphasis
to  the  civilian  consumer  market  is  to  provide  business and institutional
purchasers  professional  equipment  and turnkey systems solutions in an easy to
read  and purchase mail-order format.  Pricing is an integral part of marketing.
PS&L  prices  competitively  in  order  to  meet  margin requirements and retain
customers.  Although  there are many companies offering this type of catalog, we
believe,  as  a  result  of  our presence on military bases, we possess a unique
ability  to  be  extremely  price  competitive.  The  civilian market catalog is
intended  to  target  professional  users  of  entertainment  products  such  as
classrooms  across the nation using computer monitors and televisions that allow
them  to  interact,  churches  that  have  full  sound  and  light  production
capabilities,  retail  stores  that  have  giant  screen projectors, cameras and
special  lighting  effects to enhance the shopping experience, and airports that
require  television  monitors.

     We  have  established  a  national base of targeted customers from coast to
coast  through  advertising, sales and acquisition of third-party mailing lists.
We  continue to build our customer base through nationally run advertisements in
various  trade publications and magazines such as DJ Times and Mobile Beat.  Our
customers  have  expressed  their satisfaction at having a dependable source for
competitively  priced  products,  resulting  in  customer  referrals.  PS&L's
marketing  strategy  is to aggressively promote and support the existing product
lines  and  offer  total  client  satisfaction  and  service  on all sales.  The
principle  method  of  marketing  is through the distribution of a comprehensive
catalog.  The  catalog  features  professional  sound and light equipment and is
distributed  through  the  mail,  displayed  in  retail  stores  and inserted in
publications.  Upon  request  from the customer, an 80-page tabloid sized, black
and  white  publication.  Smaller  spot mailers are also distributed.  Telephone
follow  up  to  past  and  potential  customers  is  scheduled  to coincide with
marketing  efforts.

     PS&L  expects  to  be  on  the  forefront  of  the  very  exciting world of
electronic  commerce.  PS&L  operates  a web site (www.performance-s-l.com) that
                                                   -----------------------
repeatedly  enjoys  strong  web  traffic.

Growth  Plan

     Management intends to grow PS&L primarily through the sales of new products
to the military under its existing AFNAF contracts.  Currently, PS&L is approved
to  sell  professional  sound  and  light  equipment,  as well as security video
equipment  through  its  AFNAF contact number.  To add products under this AFNAF
contract number, PS&L must make application to the AFNAF Purchasing Office along
with  requisite  product pricing data.  Such application and pricing is reviewed
and  commented  on  by  the  AFNAF  Purchasing Office before written approval is
granted  and  notification  sent  on-site  military  purchasing managers.  While
management  believes that it will be able to receive such approvals for the sale
of  new  products  to the military in the future, it can give assurances at this
time  that  it  will  be  successful  in  doing  so.

     Management  intends  to  effect its growth plan for PS&L primarily by first
securing  requisite  AFNAF  approvals and then securing purchasing relationships
with  manufactures  and primary vendors of such goods products.  Management may,
on  a  selective  basis,  review  opportunities  relating  to the acquisition of
primary  vendors  of  specific  products  in which it has received all requisite
AFNAF  approvals  and  intends to begin selling to the military.  However, there


                                        9
<PAGE>
can  be  no  assurance  that management will first, be able to secure purchasing
relationships  with manufacturers and/or primary vendors or second, that it will
be  able  to identify and consummate acquisitions of primary vendors or products
it  intends  to  sell  to  the  military.

Entertainment  Products  and  Services

     We  sell premium quality products that are required by our customers.  PS&L
currently  offers  a  comprehensive  assortment  of  brand names and established
product  lines.  Other  brands  that  cater  to the professional sound and light
market  are  being pursued.  As the demonstrated needs of our market change, new
products  and  services  will  be  continually  developed  to expand our current
product lines and custom support products.  Our principal product lines include:

     American DJ     JBL              Samson Audio
     Audio Technica  JBL Electronics  Sanyo
     BBE             Martin           Seleco
     Best Devices    Middle Atlantic  Sonic
     Cerwin Vega     Mitsubishi       Sony
     Consoles        Mobil Tech       Spirit
     Crest           NSI              Stanton
     Crown           Pioneer          TC Electronics
     Denon           QSC              Videosel
     Fisher          Sabine           Vestax

Mail  Order  and  Catalog  Market

     The  overall  mail-order business remains a growth market and is continuing
to  expand.  According  to  the  National Mail Order Association, U.S mail order
sales  reached $357.3 billion in 1998, up 12% over 1997.  This figure represents
an  approximate  $42.8  billion  increase  over 1997.  In addition, according to
Catalog  Age's  Exclusive  Consumer  Shopping Survey report (Catalog Age, August
2001),  the number of U.S. consumers that shop from traditional catalogs rose 7%
over  the  previous  year  and  online catalog purchases increased approximately
164%.  The  music industry's catalog sales are continuing to expand according to
published information.  Music industry leaders who are engaged in mail order are
among  the  fastest  growing  segment  of  the  music  market.

     A  review of current music industry catalog offerings reveals a majority of
the music industry's catalogs are geared towards the consumer market and focused
primarily on musical instruments, sheet music and recordings.  Currently, in the
area  of  professional  sound  and  lighting  and  special  effects  equipment,
businesses  must  rely on a variety of catalogs and retail sources to obtain the
various  components  required to equip their entertainment venues.  These venues
include  nightclubs,  bars,  hotels,  motels,  resorts,  recording  studios,
restaurants,  amusement  parks, band/talent agencies, independent DJ's, schools,
and  churches,  among  others.  There  are  no  national  mail  order  catalogs
specializing  in  professional  sound  and  lighting  equipment that targets the
military  market.  Based  on  these  facts,  there  currently  exists a distinct
opportunity  for  PS&L  to  become  the dominate source for the music industry's
professional  sound  and  light  catalog  market with a focus on providing total
entertainment  solutions  to  the  professional  customer  market.

     More  often  than  not,  the buying process associated with the purchase of
this  type  of  equipment  comes  down  to  a  purchasing  agent,  owner  of  an
establishment  or  building  contractor  who  must  acquire  the components from
various  sources.  Once  received,  those products may or may not work together,
and  may  also require the expertise of additional contractors to integrate them
into  a  total  working  system  for  the purchaser.  Internal research into the
market indicates that only one privately-owned company provides both catalog and
retail  sales  of  primarily  professional  sound,  lighting and special effects
products.  This  company  is  located  in  Southern California, and shipping and
distribution costs have stopped them from being effective outside the West Coast
market.

Competition

     Even though the overall size of the retail music industry can be estimated,
the  exact  size  of  the market share, which the music industry encompasses, is
impossible  to  determine.  Many  of  the  largest  companies that produce music
catalogs  also operate retail stores and use a catalog to compliment their store
operations.

     The  quality  of  products  offered in music catalogs varies significantly.
The  goal  for  a storefront retailer is to use the catalog to generate revenues
and  profits in a tightly focused market to increase their local stores customer



                                       10
<PAGE>
base.  Nearly  all  the  music  catalogers  target  the  largest consumer market
possible.  If  they  are  using  the  catalog  strictly to compliment the retail
store,  they  market  their catalog to the broadest consumer base possible since
they  normally  ship  out  of  their  store.

     There are some targeted business-to-business music catalogs that sell sheet
music  and  retail/leased  band  instruments.  However,  this  market is tightly
focused  on  schools  and  they  generally do not deviate from the market.  Most
musical  catalogs  are targeting the civilian consumer market within their local
region  and  to the best of our knowledge, only one catalog in the United States
is  focused  on  professional  sound  and  lighting.

HERO'S  FAMILY  FUN  ENTERTAINMENT,  INC.

     Hero's  Family  Fun  Entertainment,  Inc.  is  engaged  in  developing  and
operating  a  system of family entertainment centers under the name Hero's.  Our
family  entertainment  centers  are  designed to operate attractions meeting the
demands  of  local  demographics.  Our  facilities  offer  entertainment for the
entire  family  unit and generally include laser tag, soft play area, redemption
center, high-end video games, a restaurant and party rooms.  Hero's acquired its
first  family  entertainment  center,  "Hero's  Family Fun Center," in Pasadena,
Texas.  Hero's  Pasadena  occupies  a  16,000  square foot stand-alone building.
Hero's  second  facility  is  located in Channelview, Texas.  Hero's Channelview
occupies  8,251 square feet in a strip shopping center.  Our management does not
intend  to  expand  this  business  and  as  of  November 15, 2001, our Board of
Directors  elected  to  explore  options  regarding  the  sale or closure of our
Channelview location.  We may choose to sell our Pasadena location in the future
in order to focus our resources on the growth of Nitelife and PS&L subsidiaries,
though  there  are  no  assurances  given that if we choose to do so, we will be
successful  in  finding  a buyer and consummating a sale.   Furthermore, any and
all  proceeds  from  such  sale,  if  it  were to occur, would be payable to our
lenders first, and to the ETPI 2000 Trust second, resulting in no sales proceeds
going  to  us.

Entertainment  Products  and  Services

     Our  family  entertainment  centers are designed to offer children a unique
entertainment  experience  while  meeting  their  parents'  needs  for value and
convenience.  Our  family  entertainment  centers will generally be divided into
four  areas:  a  kitchen  and  related  areas  (cashier,  prize area, restrooms,
manager's  office,  etc.)  occupying  approximately 5% of the premises, a dining
area  occupying approximately 10% of the premises, party rooms for birthdays and
other  group events occupying approximately 20% of the premises; and an activity
area  occupying  approximately  65%  of  the  premises.

     Each  Hero's  contains  a  family-oriented  playroom  area.  Our facilities
typically  include:  (i)  laser  tag;  (ii)  "soft play" zones consisting of any
combination  of  a  series  of tubes, slides, ball bins, climbing mountains, air
trampolines,  obstacle  courses,  ramps and other devices for crawling, jumping,
running,  swinging and climbing, all of which have been designed and constructed
with  an  emphasis  on  safety;  and  (iii)  "game zones" consisting of coin and
token-operated  attractions  such  as  arcade-style  games,  kiddie rides, video
games,  skill-oriented  games  and other similar entertainment venues that award
tickets redeemable for prizes.  Most games dispense tickets that can be redeemed
by  guests  for  prize  merchandise  such  as  toys  and  dolls.

     Laser  tag  is  an  adventure  game  offering  players  an  interactive
entertainment  experience.  The  15 to 20 minutes spent in the unique, laser tag
arena  is  all-encompassing,  and  both mentally and physically challenging.  As
such,  the  experience  has  broad  demographic  appeal  and  is  suitable  for
individuals,  families,  parties,  leagues  and corporate groups.  The object of
laser  tag is to achieve as many points as possible, either individually or as a
team,  by  hitting  opposing targets or capturing the other team's headquarters.
The custom-designed computer-energized packs worn by players consist of a laser,
as  well  as  front, back and shoulder LED targets.  When fired, the laser emits
both  an  invisible  infrared and a visible red laser beam.  A successful target
hit  is  indicted  by  vibration,  LED  color change and deactivation of the hit
players  pack.  Points  are  scored for hits to the pack target areas and to the
laser.  During the game, details of the scoring as it occurs are communicated to
players and each player's score is transmitted to the central game computer.  At
the  end  of  the  game  each player receives a personalized scorecard detailing
individual  player  statistics and scores, as well as team scores if a team game
was  played.

     Hero's  employ one general manager and various shift managers, as required,
to  conduct  its operations.  Electronics specialists are shared between the two
facilities.  Management  maintains  direct  and frequent contact with unit level
managers.


                                       11
<PAGE>
Competition

     The  family  entertainment  industry  is  a broad and growing industry. The
spectrum  of  entertainment  opportunities  for  families with young children is
extremely  broad,  ranging from low-cost, short-lived activities to more lengthy
and  expensive  activities.  Low  cost, low commitment activities include events
such  as  stopping  for  treats,  ice  cream,  etc.  while  high cost, high time
commitment  activities  would  be  events  such  as amusement park visits, field
trips,  etc.  Hero's  and  its  entertainment  industry  peer  group  are  more
medium-cost,  medium-time  commitment  activities,  typically  offering
value-oriented,  activity-based  entertainment  costing  approximately $7.25 per
person  per  visit  and  lasting approximately one and one-half hours per visit.
The  family  restaurant  industry  is also very broad.  Young children, however,
greatly  limit  the  range  of  opportunities for family restaurant-goers.  As a
result,  convenience  and  value  are  significant decision factors for families
dining  out with young children; the ultimate objective is to minimize the adult
"hassle  factor"  and  provide  value.

Marketing  Strategy

     The  primary customer for Hero's is a family with children between 2 and 16
years  old.  We  estimate that the typical customer visits a Hero's location two
to  six  times  a  year,  spends  an  average  of  $7.25  per  person and spends
approximately  one  and one-half hours per visit.  We believe that approximately
75%  of  Hero's customers have children under the age of 12.  The typical Hero's
customer  has young children and seeks a fun, entertaining restaurant experience
that  includes  a  fun  atmosphere  quality  food  and  good  value.

     Historically,  we  have  conducted  advertising campaigns primarily through
radio  and  print  media  that target families with young children.  Parents are
periodically  targeted  by  advertising  campaigns  in  local newspapers.  These
advertisements feature package deals available at Hero's which include laser tag
and  game  tokens.  These  birthday  package  deals  provide  tokens  with  meal
purchases  rather  than  requiring  continual  purchases  by  parents.


EMPLOYEES

     As  of  December  31, 2001, we had 24 employees, of which 14 were full time
and  10  were  employed  part  time.  Our  employees  are not represented by any
collective bargaining agreements, and we have never experienced a work stoppage.
We  believe  that  our  employee  relations  are  good.

                                                     Number of
        Company                                      Employees
        -------------------------------------------  ---------

        Entertainment Technologies & Programs, Inc.         4
        Performance Sound & Light, Inc.                     3
        Nitelife Military Entertainment, Inc.               5
        Hero's Family Fun Entertainment, Inc.              12


GOVERNMENT  REGULATION

     The  operation  of  Hero's facilities are subject to various federal, state
and  local  laws and regulations, including but not limited to those that impose
restrictions, levy a fee or tax, or require a permit or license on the operation
of  games  and  rides.  We  are  subject  to  the  Fair Labor Standards Act, the
Americans  With  Disabilities  Act  and  family  leave  mandates.  A significant
portion  of  our  personnel  are  paid  at  rates  related  to  the minimum wage
established  by  federal  and  state  law.  Increases  in such minimum wage will
result  in  higher  labor  costs  to  us, which may be partially offset by price
increases  and  operational  efficiencies.


RISK  FACTORS

     You  should  carefully  consider  the  following risks and all of the other
information  set  forth in this Form 10-KSB.  Some of the following risks relate
principally to our business.  Other risks relate to our financial condition, the
securities  markets  and  ownership  of  our stock.  The risks and uncertainties
described  below are not the only ones facing our company.  Additional risks and
uncertainties  not  presently  known  to  us  or that we currently believe to be
immaterial  may  also  adversely  affect  our business.  If any of the following
risks  and  uncertainties  develop  into  actual events, our business, financial
condition  or  results  of operations could be harmed and the price of our stock
could  go  down.


                                       12
<PAGE>
     There  are  risks associated with forward-looking statements made by us and
actual  results  may  differ.

     Some  of  the  information  in  this  Form  10-KSB contains forward-looking
statements  that  involve  substantial risks and uncertainties. You can identify
these  statements  by  forward-looking  words  as  "may,"  "will,"  "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read  statements  that  contain  these  words  carefully  because  they:

     o    discuss  our  future  expectations;

     o    contain  projections  of  our  future  results of operations or of our
          financial  condition;  and

     o    state  other  "forward-looking"  information.

     We believe it is important to communicate our expectations.  However, there
may  be  events in the future that we are not able to accurately predict or over
which  we  have no control.  The risk factors listed in this section, as well as
any  cautionary  language  in  this  prospectus,  provide  examples  of  risks,
uncertainties  and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements.  You should
be aware that the occurrence of the events described in these risk factors could
have  an  adverse  effect  on  our business, results of operations and financial
condition.


RISKS  RELATED  TO  OWNERSHIP  OF  OUR  COMMON  STOCK


OUR  SHARE  PRICE MAY DECLINE BECAUSE OF THE SALE OF SHARES OF OUR COMMON STOCK,
RESULTING  IN  A  LOSS  OF  VALUE  TO  OUR  OTHER  SHAREHOLDERS.

     Sales  of  substantial  amounts  of  our  common  stock  by  the  existing
stockholders  could  adversely  affect the prevailing market price of our common
stock  and  impede  our  ability to raise capital through the issuance of equity
securities.  Subject  to  applicable  federal  and  state  securities  laws  and
contractual  limitations,  certain  stockholders could sell blocks of our common
stock.  Trading  volume  in our stock on the OTC Bulletin Board has historically
been light; and sale of blocks of common stock could depress the market price of
our  stock.

OUR  COMMON  STOCK  IS  A  "PENNY  STOCK,"  AND COMPLIANCE WITH REQUIREMENTS FOR
DEALING IN PENNY STOCKS MAY MAKE IT DIFFICULT FOR HOLDERS OF OUR COMMON STOCK TO
RESELL  THEIR  SHARES.

     The  limited public market for our common stock, is in what is known as the
over-the-counter  market  and,  trading  of our stock is quoted under the symbol
"ETPI" on the Electronic Bulletin Board operated for the NASD.  At least for the
foreseeable  future,  our  common  stock will be deemed to be a "penny stock" as
that  term  is defined in Rule 3a51-1 under the Securities Exchange Act of 1934.
Rule  15g-2  under  the  Exchange  Act  requires broker/dealers dealing in penny
stocks  to  provide  potential investors with a document disclosing the risks of
penny  stocks  and  to  obtain  from these inventors a manually signed and dated
written  acknowledgement  of  receipt  of  the  document  before  effecting  a
transaction  in a penny stock for the investor's account.  Compliance with these
requirements  may  make  it  more  difficult  for holders of our common stock to
resell  their  shares to third parties or otherwise, which could have a material
adverse  effect  on  the  liquidity  and  market  price  of  our  common  stock.

     Penny  stocks  are  stocks:

          o    with a price of less than $5.00 per share unless traded on NASDAQ
               or  a  national  securities  exchange;

     Penny  stock  are  also  stocks  which  are  issued  by  companies  with:

          o    net  tangible  assets  of  less  than:

               -    $2.0 million (if the issuer has been in continuous operation
                    for  at  least  three  years);  or

               -    $5.0 million (if in continuous operation for less than three
                    years);  or

          o    average  revenue  of  less  than  $6.0 million for the last three
               years.


                                       13
<PAGE>
IT  IS  MORE  DIFFICULT FOR OUR SHAREHOLDERS TO SELL THEIR SHARES BECAUSE WE ARE
NOT,  AND  MAY  NEVER  BE,  ELIGIBLE  FOR NASDAQ OR ANY NATIONAL STOCK EXCHANGE.

     We  are  not presently, and it is likely that for the foreseeable future we
will  not  be,  eligible  for  inclusion  in NASDAQ or for listing on any United
States  national  stock  exchange.  To  be  eligible to be included in NASDAQ, a
company  is  required to have not less than $4,000,000 in net tangible assets, a
public  float with a market value of not less than $5,000,000, and a minimum bid
of  price  of $4.00 per share. At the present time, we are unable to state when,
if  ever,  we  will meet the Nasdaq application standards. Unless we are able to
increase  our  net  worth and market valuation substantially, either through the
accumulation  of  surplus  out  of  earned  income or successful capital raising
financing activities, we will never be able to meet the eligibility requirements
of  NASDAQ.  As  a  result,  it will be more difficult for holders of our common
stock  to  resell their shares to third parties or otherwise, which could have a
material  adverse  effect on the liquidity and market price of our common stock.

RIGHTS  TO  ACQUIRE  SHARES OF COMMON STOCK WILL RESULT IN DILUTION AND POSSIBLE
LOSS  OF  VALUE  TO  OTHER  HOLDERS  OF  COMMON  STOCK.

     Outstanding  warrants and options could adversely affect the terms on which
we  can  obtain  additional  financing,  and  the  holders of these warrants and
options  can  be  expected  to  exercise these securities at a time when, in all
likelihood,  we would be able to obtain additional capital by offering shares of
common  stock  on terms more favorable to us than those provided by the exercise
of these warrants and options. Holders of the warrants and options will have the
opportunity  to profit from an increase in the market price of our common stock,
with resulting dilution in the interests of the holders of our common stock.  As
of  December  31, 2001, there were issued and outstanding the following warrants
and  options:

     o    warrants  held by our directors, officers, employees and affiliates to
          purchase  an  aggregate  of 500,000 and 876,081 shares of common stock
          with  an  exercise  price  $0.045  and  $0.09 per share, respectively.

     o    warrants and options held by unaffiliated third parties to purchase an
          aggregate  of 500,000 shares of common stock with an exercise price of
          $0.45  per  share.

OUR  BOARD  OF DIRECTORS CAN ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK WITHOUT
THE CONSENT OF ANY OF OUR SHAREHOLDERS; SUBSTANTIAL FUTURE STOCK ISSUANCES COULD
RESULT  IN  THE  DILUTION  OF  YOUR VOTING POWER AND OF EARNINGS PER SHARE WHICH
COULD  DECREASE  THE  VALUE  OF  YOUR  SHARES.

     Our  Certificate  of  Incorporation  authorizes the issuance of 200,000,000
shares  of  common  stock.  Our Board of Directors has the power to issue any or
all of our remaining but unissued authorized common shares for general corporate
purposes,  without  shareholder  approval.  Investors  should  be aware that any
stock  issuances  may result in a reduction of the book value or market price of
the  outstanding  common  shares.  If we issue any additional common shares, any
issuance  will reduce the proportionate ownership and voting power of each other
common  shareholder.

BECAUSE  WE  DO  NOT  ANTICIPATE  PAYING  DIVIDENDS  ON  OUR COMMON STOCK IN THE
FORESEEABLE FUTURE, THE ONLY WAY INVESTORS CAN REALIZE A RETURN ON AN INVESTMENT
IN  OUR  STOCK  IS  FOR  THE  STOCK  PRICE  TO  INCREASE.

     We  plan  to  retain  earnings,  if any, for the operation and expansion of
business.  Investors  in  our  common  stock  should not expect dividend income.

OUR  PRINCIPAL  SHAREHOLDERS  HAVE  EFFECTIVE  CONTROL.

     As  of  December  31, 2001, our executive officers and directors (and their
respective affiliates) (collectively, the "Principal Shareholders") beneficially
own  11,586,701  shares  of  common  stock  or 17% of the shares of Common Stock
outstanding.  The  Principal  Shareholders,  if  voting together, have effective
voting  power  to  elect  a majority of our directors, exercise control over our
business,  policies  and  affairs  and, in general, determine the outcome of any
corporate  transaction  or  other  matters  submitted  to  the  shareholders for
approval  (other than with respect to a decision to file a petition on behalf of
the  Company  under  Chapter 11 under the Bankruptcy Code), such as any proposed


                                       14
<PAGE>
amendment  to  our certificate of incorporation, the authorization of additional
shares  of  capital  stock,  and  any  merger,  consolidation,  sale  of  all or
substantially  all of our assets, and could prevent or cause a change of control
of  the  Company,  all  of  which  may  adversely  affect  the  Company.

YOU  MAY  SUFFER  ADDITIONAL  DILUTION.

     To the extent that any future financing involves the issuance of our equity
securities  or  instruments  convertible  into  equity  securities,  existing
shareholders will be diluted, perhaps substantially, and future investors may be
granted rights superior to those of existing shareholders.  Our failure to raise
capital  on  acceptable terms when needed will have a material adverse effect on
us.  In addition, we may be obligated to issue additional shares of common stock
to  a  trust  in  the  future  to satisfy any shortfall in proceeds which may be
experienced  from liquidation of the trust's assets.  We have in the past and in
the  future may enter into transactions with strategic third parties pursuant to
which  we  will  issue  shares  of  our  common  stock to such third parties for
non-cash consideration.  Any such transactions will further dilute the interests
of  the  existing  shareholders.  In  addition, our granting of additional stock
options  to employees and consultants will further dilute existing shareholders.
Shareholders  will  experience  substantial  dilution in the event that we issue
additional  shares  of  our  common  stock.  In  addition,  the  exercise of the
warrants  and  the  subsequent  public sales of common stock by holders of these
securities  under this Exchange Offer or another registration statement effected
at  their  demand,  under Rule 144 or otherwise, would result in dilution to our
shareholders.

ADDITIONAL  SHARES  ARE  ELIGIBLE  FOR  FUTURE  SALE  UNDER  RULE  144.

     As  of  December  31,  2001,  we estimate that 39,486,877 shares of the our
common  stock  currently outstanding are "restricted securities" which have been
outstanding  for more than two years and can be sold publicly in compliance with
Rule  144  adopted  under  the  Securities  Act  of 1933 (the "Securities Act").
Holders  of  restricted securities must comply with the requirements of Rule 144
in  order to make a public sale of their shares without violating the Securities
Act.  In  general,  under  Rule  144  as  currently  in effect, a person who has
beneficially  owned restricted securities for at least one year, and persons who
may  be  deemed affiliates of the Company who have beneficially owned restricted
securities  for  at  least  two  years,  would  be  entitled  to sell within any
three-month  period a number of shares that does not exceed the greater of 1% of
the then outstanding shares of Common Stock or the average weekly trading volume
in the common stock during the four calendar weeks preceding such sale, provided
that  the  Company  has  filed  certain periodic reports with the Securities and
Exchange  Commission  and  the  sale is made in a "broker's transaction" or in a
transaction  directly with a "market maker" as those terms are used in Rule 144.
A  person who is not deemed to have been an affiliate of the Company at any time
during  the  90  days  preceding a sale by such person, and who has beneficially
owned  restricted  shares for at least two years, would be entitled to sell such
shares  under  Rule  144  without  regard  to  the volume limitations and public
information and manner of sale requirements described above.  No predictions can
be  made  as  to  the  effect,  if any, that market sales of such shares, or the
availability  of  such  shares  for future market sales, will have on the market
price  of  our  common stock prevailing from time to time.  Sales of substantial
amounts  of our common stock (including shares issued upon the exercise of stock
options  or  warrants),  or  the  perception  that such sales could occur, could
materially adversely affect the prevailing market price for our common stock and
could  impair  our future ability to raise capital through an offering of equity
securities.  The  possibility  that  substantial  amounts of common stock may be
sold  in  the  public  market under Rule 144 may adversely effect the prevailing
market  price  for  the  common  stock.


RISKS  RELATED  TO  OUR  FINANCIAL  CONDITION

WE  HAVE  A  RECENT  HISTORY  OF  INCURRING  NET  LOSSES.

     We  have recently experienced substantial net losses.  For the years ending
September  30,  2001  and  2000,  we  incurred  net  losses  of  $1,473,462  and
$2,226,489,  respectively.  Although  we  have  implemented  a restructuring and
turnaround strategy and expect to eliminate net losses in the near future, there
can  be  no  assurance  that  management  will  be  successful in this endeavor.
Furthermore,  there  can  be  no guarantee as to our ability to raise sufficient
cash  through  operations,  borrowings  or issuances of its common stock to meet
other  obligations  of  the  company  that  may  exist  or  arise in the future.


                                       15
<PAGE>
OUR  FINANCIAL AND OPERATING ACTIVITIES ARE LIMITED BY RESTRICTIONS CONTAINED IN
THE  TERMS  OF  OUR  FINANCINGS.

     As  is  customary  in  similar  agreements,  covenants in our SBA loan will
restrict  our  subsidiaries'  ability  to,  among  other  things:

     o    sell  or  transfer  assets;

     o    pay  dividends;

     o    make  certain  investments  or  acquisitions;  and

     o    repurchase  or  redeem  capital  stock.

     The  covenants  also  require  us  to comply with certain financial ratios.
These  restrictions  may  interfere  with  our ability to obtain financing or to
engage  in  other  necessary  or  desirable  business  activities.

     If  we  cannot  comply with the requirements in our existing SBA loan, then
the  lenders  may  require  us  to repay immediately all of our outstanding debt
under the SBA loan.  If our debt payments were accelerated, our assets might not
be sufficient to repay fully our debt.  These lenders may also require us to use
all  of  our  available  cash  to  repay  our debt or may prevent us from making
payments  to  other  creditors  on  certain  portions  of  our outstanding debt.

     We  may not be able to obtain a waiver of these provisions or refinance our
debt, if needed.  In such a case, our business, prospects, results of operations
and  financial  condition  would  suffer.

WE  MAY  BE  LIMITED ON USE OF NET OPERATING LOSS AND TAX CREDIT CARRY FORWARDS.

     Federal  income  tax  laws may limit the amount of net operating losses and
certain  tax  credits that might otherwise be used by us to offset future income
and  tax  liabilities.  There can be no assurance as to the availability of such
losses  and  credits  for  such  offset.


RISKS  RELATED  TO  OUR  BUSINESS

THE  LOSS  OF  AFNAF  CONTRACTS  COULD  HAVE  A  NEGATIVE  IMPACT ON OPERATIONS.

     Our  dealings  with  the  U.  S. government, specifically the Department of
Defense ("DOD") and the various branches of the military, are contracted through
the Air Force Non Appropriated Fund Purchasing Office ("AFNAFPO").  This type of
contract allows us to contract with the service branches of the military without
going  through  the competitive bidding process each time.  We have been awarded
two AFNAF contracts.  These contracts are typically renewed annually.  There can
be no assurances that the DOD will renew these contracts.  Should such contracts
not  be  renewed,  we will be required to bid competitively for each contract it
enters  into  with  each military base individually.  However, we received AFNAF
numbers  in each of 1993 and 1995, and have renewed each number annually without
issue.  We  currently  have  no known issues with AFNAFPO and both AFNAF numbers
have  recently  been  renewed.

WE  COMPETE  AGAINST  A  WIDE  VARIETY  OF  ENTERTAINMENT  CHOICES.

     We  compete  against  a wide variety of concepts vying for leisure time and
entertainment  spending.  These competing concepts encompass a broad spectrum of
entertainment  opportunities,  including  family  entertainment  centers, theme,
water  and  amusement  parks,  sports  attractions;  movie theaters, nightclubs,
concert events, and other in-home and out-of-home entertainment activities.  Our
business is subject to factors that affect the recreation and leisure industries
generally,  such  as  general and local economic conditions, demographic trends,
consumer  tastes, and changes in consumer spending habits, over which we have no
control.

     Due  to our unique status resulting from our AFNAF contracts, we believe we
possess  a  competitive  advantage  when  providing  entertainment  services and
products  to  the  military  markets  since  we  do  not  have  to  bid on those
opportunities.  However,  the  downsizing  of  the  military, which began in the
1990's,  will continue to reduce the total number of military installations that
remain open and possibly limit the future growth of Nitelife.  Substantially all
of  the  business  conducted  through  our  Nitelife and PS&L subsidiaries comes
through  the  use  of  our  AFNAF  contracts.


                                       16
<PAGE>
     Hero's  competes  in  the  pay-for-play  children's  entertainment  center
industry  by  targeting  its  activities and programming to children ages two to
sixteen.  The  principal  competitive  factors  of a family entertainment center
include location, price, the uniqueness and perceived quality of the attractions
and  amusement  games,  the  atmosphere  and cleanliness of the facility and the
quality of its food and entertainment.  This industry is affected by general and
local  economic conditions, demographic trends and consumer tastes over which we
have  no  control.  Consumer tastes, in particular, are subject to rapid changes
which  could  result  in  our  activities  falling  out of favor with its target
customers,  requiring  it  to  invest  in new equipment for family entertainment
centers.  Our  future  revenues  will  depend  to  a significant extent upon our
ability to respond to changes in consumer tastes.  The performance of individual
family entertainment centers may be affected by a variety of factors such as the
location of competing facilities, increased labor and employee benefit costs and
the  availability  of  experienced  management  and  hourly  employees.

     Competitive  market  conditions, including the emergence of significant new
competitors,  could  materially  adversely  affect  our  ability  to improve our
results  of  operations.  Such new competitors, and certain existing competitors
have  or  may  have  longer  operating  histories,  substantially  greater  name
recognition  and  more  extensive  financial,  technical,  marketing,  sales and
distribution resources.  There can be no assurance that the Company will be able
to  compete  successfully  against  existing  and  future  competitors  or  that
competitive  pressures faced by the Company will not materially adversely affect
its  business,  operating  results  and  financial  condition.

OUR  BUSINESS  IS HIGHLY SENSITIVE TO PUBLIC TASTES AND DEPENDENT ON OUR ABILITY
TO  SECURE  POPULAR  ARTISTS,  LIVE  ENTERTAINMENT  EVENTS  AND  VENUES.

     As  a  participant  in  the  live  entertainment  industry,  our ability to
generate  revenues  is  highly  sensitive  to rapidly changing public tastes and
dependent  on  the availability of popular performers and events.  Since we rely
on  unrelated parties to create and perform live entertainment content, any lack
of  availability of popular musical artists and other performers could limit our
ability  to  generate  revenues.  In  addition,  we  require access to venues to
generate  revenues  from  live  entertainment  events.

LOCAL  CONDITIONS,  DISTURBANCES,  EVENTS  AND  NATURAL  DISASTERS CAN ADVERSELY
IMPACT  TRAFFIC  COUNTS  AT  FAMILY  ENTERTAINMENT  CENTERS.

     Lower  traffic  counts  may  also  be  caused  by other local conditions or
events.  In  addition,  since  our  family  entertainment centers are near major
urban  areas and appeal to teenagers and young adults, there may be disturbances
at  one  or more family entertainment centers which negatively affect our image.
This may result in lower attendance at the affected family entertainment center.
We work with local police authorities on security-related precautions to prevent
these  types  of  occurrences.  We  can  make  no assurance, however, that these
precautions  will  be  able  to  prevent  any  disturbances.

WE  ARE  SENSITIVE  TO  NEGATIVE  PUBLICITY.

     Our  target  market  of  two to sixteen year old children and families with
small  children is potentially highly sensitive to adverse publicity.  There can
be  no assurance that we will not experience negative publicity regarding one or
more  of its family entertainment centers.  The occurrence of negative publicity
regarding  one or more of the Company's locations could materially and adversely
affect  our  image  with  its  customers  and  its  results  of  operations.

AN  INCREASE  IN  LABOR  COSTS  COULD  REDUCE  OUR  INCOME  FROM  OPERATIONS.

     We  are  dependent  upon  the  available  labor  pool  of  unskilled  and
semi-skilled  employees.  We  are  also subject to the Fair Labor Standards Act,
which  governs  such  matters  as  minimum  wage,  overtime  and  other  working
conditions.  Numerous  proposals  have  been made on state and federal levels to
increase  minimum  wages.  A  shortage  in  the  labor  pool  or  other  general
inflationary  pressures  or  changes  in  applicable  laws and regulations could
increase  labor  costs, which could have a material adverse effect on our income
from  operations.

OUR  RESULTS  OF  OPERATIONS  MAY  EXPERIENCE FLUCTUATION DUE TO SEASONALITY AND
OTHER  FACTORS.

     We  have  experienced,  and  in  the  future  could  experience,  quarterly
variations  in  revenues  as a result of a variety of factors, many of which are
outside  of  our  control, including the number of new or renewed contracts with
the  military,  the  timing  of  capital  investments  in  existing  locations,
unfavorable  weather  conditions,  war  and  natural  disasters.  We  typically
experience  lower  net  sales in the first and second quarters than in the third
and  fourth  quarters.  If revenues are below expectations in any given quarter,
our  operating  results  would  likely be materially adversely affected for that
quarter.


                                       17
<PAGE>
WE  ARE  DEPENDENT  ON  THE  SERVICE  OF  KEY  PERSONNEL.

     Our  success  depends  upon  the  continuing contributions of our executive
officers  and  other  key  operating  personnel,  including George C. Woods, our
interim  Chief  Executive  Officer,  President  and  Chief Financial Officer and
Robert Carroll, President of Nitelife Military Entertainment, Inc.  The complete
or  partial  loss of their services or the services of other key personnel could
adversely  affect  our  business.  Although  we  have  entered  into  employment
agreements  with Mr. Woods and Mr. Carroll, we cannot be certain that we will be
able  to  retain their services during this or any subsequent period.  Mr. Woods
and  Mr.  Carroll  are  in good health; however, their retirement, disability or
death  could  have  a  significant  adverse  impact  on  our  business.

     Our  success  will  also  depend  upon  our  ability  to retain and attract
additional skilled management personnel to the senior management team and to the
operational level.  Management anticipates the hiring of additional personnel to
assist  it  in  implementing  its plan of operations.  There can be no assurance
that  we  will  be  able  to  attract  and  train key employees to implement its
business  plan.

WE  MAY  BE  UNSUCCESSFUL  IN  IMPLEMENTING  OUR  GROWTH  STRATEGIES.

     Our  continued  growth  depends, to a significant degree, on our ability to
successfully implement our growth strategies.  Among such strategies, we plan to
expand the number of bases on which we operate entertainment systems in addition
to  expanding  the scope of products we can sell to the military under our AFNAF
contacts.  Our  ability  to successfully expand our Nitelife and PS&L operations
is  highly  dependent  on  our  ability  to raise sufficient capital to fund the
acquisition  and installation of additional entertainment systems on such bases.

WE  MAY  NOT  BE  ABLE  TO  MANAGE  OR  INTEGRATE  FUTURE  ACQUISITIONS.

     The  acquisition and successful integration of businesses which provide for
synergistic  or vertical integration opportunities for Nitelife and PS&L are key
elements  of  our  operating  strategy.  We  have  experienced  significant
difficulties  through  acquisitions  made  in  the  past.  Management  believes
problems  arising out of such endeavors have been corrected and will continue to
consider  acquisition  opportunities  that  may  arise  in  the  future.  These
acquisitions  could  place  a  future  strain on our operations.  Our ability to
manage  future  acquisitions will depend on our ability to successfully evaluate
investments,  monitor  operations,  control  costs,  maintain  effective quality
controls,  expand  our  internal management and technical and accounting systems
and  integrate  acquired  businesses  into  our  company.  As  you  evaluate our
prospects,  you  should  consider  the  many  risks we will encounter during the
process  of  integrating  those  businesses  that may be acquired in the future,
including:

     o    the  distraction  of  management's  attention  from  other  business
          concerns;

     o    the  potential  loss  of  key  employees  or customers of the acquired
          businesses;  and

     o    the  potential inability to integrate controls, standards, systems and
          personnel.

     Although  our  management  has  significant experience, we may be unable to
effectively  integrate  businesses  we  expect  to acquire in the future without
encountering the difficulties described above.  Failure to effectively integrate
such businesses could have a material adverse effect on our business, prospects,
results  of  operations  or  financial  condition.  In  addition,  the  combined
companies  may  not  benefit  as  expected  from  the  integration.

     To fund future acquisitions, we may need to borrow more money or assume the
debts  of acquired companies, or issue more stock, which may dilute the value of
our  existing  common  stock.  To incur any additional debt, we must comply with
the  restrictions  contained  in  any indebtedness we may have at that time.  If
these  restrictions  are  not  met  and  we do not receive necessary consents or
waivers  of  these  restrictions,  we may be unable to make future acquisitions.

     If  we  do  purchase  additional  businesses,  it may negatively affect our
earnings,  at least in the short term.  We may have to amortize expenses related
to  goodwill and other intangible assets.  Further, we cannot guarantee that any
future  acquisition  will  generate  the  earnings  or  cash flow we expect.  In
connection  with any future acquisitions, unexpected liabilities might arise and
the  planned  benefits  may  not be realized.  Any or all of these actions could
materially  adversely  affect  our  financial  position  and/or  stock  price.

WE  HAVE  EXPOSURE  FOR  CLAIMS  OF  PERSONAL  INJURY.

     As  a producer of a public entertainment event, we have exposure for claims
of  personal  injury  suffered  by visitors to our family entertainment centers,
live  venues and other attractions.  To date, we have experienced claims that we
have  been  able  to  resolve  through  litigation.


                                       18
<PAGE>
OUR  BUSINESS  IS  SUBJECT  TO  EXTENSIVE  GOVERNMENTAL  REGULATION.

     We  are  subject  to  various federal, state and local laws and regulations
affecting  operations,  including  those relating to the use of video and arcade
games  and  rides,  the  preparation  and  sale  of  food, and those relating to
building  and  zoning  requirements.  We  are also subject to laws governing our
relationships  with  employees,  including  minimum wage requirements, overtime,
working  and  safety  conditions, and citizenship requirements.  Difficulties or
failures  in  obtaining  required  licenses  or other regulatory approvals could
delay  or  prevent  the  opening  of  a  family  entertainment  center,  and the
suspension  of,  or  inability  to  renew,  a  license or permit could interrupt
operations  at  an  existing  facility.


ITEM  2.     DESCRIPTION  OF  PROPERTY

     We  lease  office  space  at  the  monthly  rate  of  $1,339  consisting of
approximately  2,160 square feet, for our corporate headquarters at 17300 Saturn
Lane,  Suite  111,  Houston,  Texas,  77058.  The  lease  expires  May 31, 2004.

     Nitelife  Military  Entertainment,  Inc. leases office space at the monthly
rate of  $1,488 consisting of approximately 2,400 square feet for its operations
at 17300 Saturn Lane, Suite 110, Houston, Texas, 77058. The lease expires on May
31,  2004.

     Performance  Sound  and Light, Inc. leases office space at the monthly rate
of  $1,686  consisting  of  approximately 2,720 square feet for its operation at
17300  Saturn  Lane,  Suite 109, Houston, Texas, 77058. The lease expires on May
31,  2004.

     Hero's  Entertainment  -  Pasadena  is a 2.2-acre parcel of land located at
7770  Spencer Highway, Pasadena, Texas 77505, consisting of a 16,000 square foot
building,  which  is  owned  by  Hero's.

     Hero's  Channelview  leases 9  8,251  square  foot  building from Tarantino
Properties  at  a  monthly  rate of $4,290.  This lease expires on May 31, 2002.


ITEM  3.     LEGAL  PROCEEDINGS

     1.  Entertainment  Technologies  &  Programs,  Inc. vs. Bronco Group, Mgt.,
Inc. and Bowling & Billiard Supply Company, Inc.; 191st Judicial District Court;
Dallas  County,  Texas

     This  is  a  breach  of  contract and tortious interference with a business
relationship  case.  Entertainment  Technologies & Programs, Inc. entered into a
contract with Bronco Group Management, Inc. concerning the installation of video
games  at  a  location  provided  by  Bronco  Group Management, Inc. Thereafter,
Bowling  & Billiard Supplies Company, Inc. approached Bronco and induced them to
breach  their contract with the Company. The Company brought suit against Bronco
Group  Management,  Inc.  for  breach of contract and against Bowling & Billiard
Supplies,  Inc. for tortuous interference with the business relationship between
the  Company  and Bronco. The contract with Bronco contained a mandatory binding
arbitration  clause.  Arbitration  resulted  in a judgment being entered against
Bronco  for  breach  of contract in the sum of $339,878. The Company has filed a
pleading  seeking  a  severance of the two causes of action to make the judgment
against Bronco a final judgment and shall continue its case against Billiard for
tortuous  interference with a business relationship. Management has aggressively
pursued  this  case  and  a favorable outcome and recovery in excess of $250,000
against  Billiard  is,  in  our  opinion,  possible.

     2.  Verizon Capital v. Entertainment Technologies & Programs, Inc., pending
in  the  11th  District  Court  of  Harris  County,  Texas, Cause No. 2001-08321

     On  February  14,  2001,  Verizon  Capital  filed  suit against the Company
seeking to recover an unspecified amount of damages due to the Company's alleged
breach  of  the  lease agreement between Bell Atlantic and the Company dated May
18,  1998.  On  March  22, 2001, the Company filed its original answer asserting
several  affirmative  defenses  to  Verizon  Capital's  claims. In addition, the
Company  filed a counterclaim asserting causes of action for breach of contract,
breach of warranties, fraud, negligent misrepresentation and mutual mistake. The
Company's  counterclaims  are based upon allegations that (1) a large portion of
the  equipment  under the lease at issue was never delivered by the lessor, Bell
Atlantic;  (2)  Bell  Atlantic  made  various  misrepresentations  regarding its
ability  to  deliver  the  equipment;  and  (3)  Bell  Atlantic  wrongfully kept


                                       19
<PAGE>
approximately  $75,000  in insurance proceeds with respect to equipment that was
damaged  before  it was transferred to the Company.  The parties have engaged in
significant  settlement  discussions  to  date.  Settlement  talks are currently
ongoing.  The  Company cannot predict with any certainty the eventual outcome of
this  litigation  or  the  settlement  talks.

     3.  Entertainment Technologies & Programs, Inc., et a vs. GameCom, Inc. and
Ferris  Productions,  Inc.   United  States  District  Court  for  the  Southern
District  of  Texas;  Houston  Division

     On  April 23, 2001, the Company filed suit against GameCom, Inc. and Ferris
Productions,  Inc.  seeking  to  recover an unspecified amount of damages due to
Ferris'  alleged  breach  of  a  letter of intent between Ferris and the Company
dated  March  9, 2001.  The Company also seeks injunctive and declaratory relief
relating  to  the  letter  of  intent.  The Company asserts causes of action for
breach  of  contract,  fraud and tortuous interference. The Company's claims are
based  upon  the Company's allegations that Ferris breached the letter of intent
and  that  GameCom  wrongfully  interfered  with  the Company's rights under the
letter  of  intent.  On  July  17,  2001, the Company filed a motion for partial
summary  judgment with respect to the counterclaims and seeking summary judgment
in  its  favor  on  multiple  issues. On August 24, 2001, the Company received a
partial  summary  judgment  against  GameCom and Ferris. In this partial summary
judgment,  the  court  held  that  the contract is governed by Delaware law, not
Texas  law,  as  Ferris and GameCom have contended.  Second, the court held that
the  ETPI/Ferris  letter of intent contains no contractual limitation of Ferris'
liability  for  a  breach.  Finally,  the  court  held  that  GameCom's tortuous
interference  counter-claim is barred because ETPI is justified in bringing this
legal  action.  The  court did not grant ETPI's request to declare that Delaware
law  grants  a  cause  of  action  for breach of a covenant to negotiate in good
faith,  but  invited ETPI to resubmit this issue with additional authority.  The
Company's  management  intends  to  vigorously  prosecute  this  matter  to  a
conclusion,  though,  the Company cannot predict with any certainty the eventual
outcome  of  the  motion  for  summary  judgment  or  this  litigation.

     4.  Civil  Action  No.  H-01-0323;  Tracie  Barefield  vs.  Entertainment
Technologies  &  Programs,  Inc.,  et  al;  In the United States District Court,
Southern  District  of  Texas;  Houston  Division

     The  basis  for  this  case  is  an alleged sexual harassment claim against
Hero's  Family  Fun  Entertainment,  Inc.,  a  wholly-owned  subsidiary  of
Entertainment  Technologies & Programs, Inc.  A former employee has alleged that
a  supervisor at Hero's Family Fun Entertainment, Inc. center in Pasadena, Texas
made improper sexual advances toward her during her employment with the company.
While  employed  by the company, she did not file a formal or informal complaint
although  the  company  provided  a  written  procedure  for dealing with sexual
harassment  claims.  Counsel  believes  the  case  has  no merit.  Management is
vigorously  contesting this case and counsel's opinion is that the company shall
prevail  in  a trial on the merits.  Management believes there is no significant
exposure  to  the  company  should  an  adverse  result  be  forth  coming.

     5.  No.  2001-56974; Market News Alert, Inc. vs. Entertainment Technologies
&  Programs, Inc., In the District Court of Harris County, Texas; 334th Judicial
District

     This  case  is founded upon an alleged written contract between the parties
dated  on or about April 25, 2001. The plaintiff alleges that it was employed by
Entertainment  Technologies  &  Programs,  Inc.  as  a consultant to disseminate
information to the public to at least 1,000,000 potential investors, in a manner
to  encourage  investments  in  Entertainment  Technologies & Programs, Inc. The
compensation  agreed  in  the  written contract was the payment by Entertainment
Technologies  & Programs, Inc. to Market News Alert, Inc. of 1,000,000 shares of
common  stock,  restricted pursuant to the provisions of Rule 144. Counsel feels
the  case has little merit and substantial evidence is available to prove Market
News  Alert, Inc. failed to fulfill its obligations under the written agreement.
Management  intends  to contest this case vigorously and counsel believes that a
favorable  outcome  is  probable.  Maximum  exposure to the company is 1,000,000
shares  of  common  stock  and  attorney's  fees.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     There  were no matters submitted for vote by the shareholders in the fourth
quarter  of  fiscal  year  2001.


                                       20
<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Our shares are trading on the OTC Electronic Bulletin Board under the stock
ticker  symbol  "ETPI"  (CUSIP  293810107);  however,  there  is no "established
trading  market"  for  our shares of common stock, and no assurance can be given
that  such  a  market  will develop.  If an "established trading market" for our
common  stock does develop in the future, there can be no assurance that it will
continue  or  be maintained.  Any market price for our shares of common stock is
likely  to  be  very  volatile,  and  factors  such as competition, governmental
regulation  and  fluctuations  in  operating  results may all have a significant
effect.  In  addition, the stock markets generally have experienced and continue
to  experience  extreme  price  and  volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to  the  operating  performance  of  these  companies.  These  broad  market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely  affect  the  market  price  of  our  common  stock.

     The  sale  of  "restricted  securities"  held  by members of management and
others could also have an adverse effect on any such market.  As of December 31,
2001, 68,365,184 shares of our common stock are outstanding, 39,486,877 of which
are designated as "restricted securities."  Of this amount, substantially all of
these  "restricted securities" have been held for a sufficient period of time to
be  sold  under  Rule  144  of  the  Securities  and  Exchange  Commission.

     The  following  table  sets  forth  the  reported  high and low closing bid
quotations  for  our  common  stock.  The  bid  prices  reflect  inter-dealer
quotations,  do not include retail mark-ups, markdowns or commissions and do not
necessarily  reflect  actual  transactions.


          QUARTER ENDED       HIGH BID   LOW BID
          ------------------  ---------  --------
          December 31, 1998   $    0.63  $   0.13
          March 31, 1999           0.82      0.21
          June 30, 1999            0.34      0.13
          September 30, 1999       0.49      0.12

          December 31, 1999        0.24      0.12
          March 31, 2000           0.43      0.12
          June 30, 2000            0.31      0.11
          September 30, 2000       0.23      0.08

          December 29, 2000         .09       .06
          March 30, 2001            .12       .10
          June 29, 2001             .08       .06
          September 28, 2001        .09       .09

          December 31, 2001         .06       .05


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

     The  following  discussion should be read in conjunction with the Company's
audited  consolidated  Financial  Statements  and  Management's  Discussion  and
Analysis  of Financial Condition and Results of Operations ("MD&A") contained in
the  Company's 10-KSB for the year ended September 30, 2001.  Certain statements
in  the following MD&A are forward looking statements.  Words such as "expects,"
"anticipates,"  "estimates"  and  similar  expressions  are intended to identify
forward  looking  statements.  Such  statements  are  subject  to  risks  and
uncertainties  that  could  cause actual results to differ materially from those
projected.


                                       21
<PAGE>
YEAR  ENDED  SEPTEMBER  30,  2001  COMPARED  TO  YEAR  ENDED  SEPTEMBER 30, 2000

     Revenues for the year ended September 30, 2001, decreased $1,469,204 or 30%
to  $3,348,390  from  $4,817,594  for  the  year  ended  September 30, 2000. The
decrease  in  revenues  is  primarily the result of the closure of Vision Quest,
which  accounted  for  $929,403  in  live  entertainment revenues and due to the
elimination  of  the  waterpark  facility,  which  accounted  for  approximately
$441,000  in  amusement  revenues.

     Gross  margin  for the year ended September 30, 2001, decreased $524,492 or
32%  to  $1,107,595  from  $1,632,087 for the year ended September 30, 2000. The
decrease is primarily the result of the closure of Vision Quest, which accounted
for  $262,866  in  gross  margin  and  the  elimination  of the waterpark, which
accounted for approximately $236,000 in gross margin. The decrease was partially
offset by a $173,354 or 24% decrease in depreciation due to reduced installation
of sound and lighting equipment and full depreciation of certain assets added in
earlier  years.

     General  and administrative expenses for the year ended September 30, 2001,
decreased  $1,047,162  or  34%  to $2,020,041 from $3,067,203 for the year ended
September  30,  2000.  The  decrease  is  attributable to the elimination of the
waterpark  facility  and  the  reduction  in  operations of Vision Quest.

     Interest  expense  decreased $204,104 or 29% to $561,016 for the year ended
September  30,  2001,  from  $765,120 for the year ended September 30, 2000. The
decrease is due to a reduction in debt issuance costs and the elimination of the
debt  on  the  waterpark  facilitate.


LIQUIDITY  AND  CAPITAL  RESOURCES

     During the years ended September 30, 2001 and 2000, we experienced negative
financial  results  as  follows:

<TABLE>
<CAPTION>
                                      YEAR ENDED SEPTEMBER 30,    YEAR ENDED SEPTEMBER 30,
                                                2001                        2000
                                     --------------------------  --------------------------
<S>                                  <C>                         <C>
Net loss                             $              (1,473,462)  $              (2,226,489)
Negative working capital                            (1,964,856)                 (5,442,904)
Negative cash flows from operations                   (325,819)                   (403,055)
Accumulated deficit                                 (9,865,867)                 (8,392,405)
Stockholders' deficit                               (2,117,950)                 (1,920,370
</TABLE>


     In  addition  to  its  negative  financial  results,  the  Company  is also
delinquent  on  payments  of  principal  and  accrued interest for a significant
portion  of  its  note  payable  and capital lease obligations. Additionally, at
September  30,  2001 and 2000, the Company is in violation of numerous financial
and  non-financial  covenants  included  in such notes payable and capital lease
agreements for which waivers have not been obtained. Debt under those agreements
has  been  classified  as  current in the accompanying financial statements (See
Notes  6  and  7)  and  certain  balances  could  be  called  by  the creditors.

     Management  has  developed  specific current and long-term plans to address
its  viability  as  a  going  concern  as  follows:

     o    During 2001 the Company began a multi-stepped debt reduction plan (the
          "Plan").  In  the  first  phase  of  the  Plan,  the Company agreed to
          exchange  certain  of  its  assets  to  ultimately repay approximately
          $2,900,000 of long-term debt and accrued interest (See Note 9). In the
          second  phase  of the Plan, in December 2001, the Company completed an
          exchange  offer  to retire capital lease obligations with a face value
          of  $806,000 in exchange for shares of the Company's common stock (See
          Note  16).  In  the  third  phase of the Plan, management is currently
          exploring ways to extinguish additional debt in exchange for assets or
          through  issuances  of  common  stock  and  to concentrate on its core
          business.

     o    During 2001, the company took steps to restructure its management team
          and  board  of  directors  as  follows:

          -    Tim  Hay,  joined  the  Company  as  the  Director  of  Sales and
               Marketing  for  Nitelife  and  PS&L. Mr. Hay has over 32 years of
               military  sales  experience.

          -    Mr.  Doug  Butcher, the founder of the Company, resigned as Chief
               Executive  Officer  and  was  replaced on an interim basis by the
               Company's President and Chief Financial Officer, George C. Woods.

          -    Gabriel  Albert  Martin  joined  our  Board  of  Directors


                                       22
<PAGE>
     There  can  be  no  assurance  that  the  Company  will have the ability to
implement  its business plan and ultimately attain profitability.  The Company's
long-term  viability  as a going concern is dependent upon three key factors, as
follows:

     o    The  Company's  ability  to  obtain adequate sources of debt or equity
          funding  to  meet current commitments and fund the continuation of its
          business  operations  in  the  near  term.

     o    The  ability  of the Company to control costs and expand revenues from
          existing  or  new  businesses.

     o    The  ability  of  the  Company  to  ultimately  achieve  adequate
          profitability  and  cash  flows  from  operations  to  sustain  its
          operations.

DEBT  REDUCTION  PLAN

     On  March  31, 2001, the Company obtained 100% approval and began the asset
transfer  under  a  debt  reduction  agreement (the "Debt Reduction Agreement").
Under  the  Debt Reduction Agreement the Investor Notes were brought current and
will ultimately be repaid through the Company's contribution of certain property
(a  waterpark  facility,  a  racetrack and certain raw land) located in Midland,
Texas  and  2,200,000  shares  of  the  Company's  common  stock, to a trust for
liquidation,  with  the  proceeds  used for repayment of the Investor Notes. The
Debt  Reduction  Agreement  provides  for  any  shortfall  in  the proceeds from
liquidation  of  the  property  and  shares  of the Company's common stock to be
satisfied  through  the Company's issuance of additional shares of the Company's
common  stock  or  through  the  trustee's foreclosing on certain other property
pledged  by the Company.  If excess proceeds are received, such proceeds will be
returned  to  the  Company  after  satisfaction  of  fees  of  the  trust.

ITEM  7.     FINANCIAL  STATEMENTS

     The  information required hereunder is included in this report as set forth
in  the  "Table  of  Contents"  on  Page  F-1.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE

     There  have  been  no  disagreements  with  our  independent  accountants
     regarding  accounting  or  financial  statement  disclosure.


                                    PART III

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS

     The following table sets forth certain information concerning the Company's
executive  officers  and  directors:

<TABLE>
<CAPTION>
Name                   Age                              Position
---------------------  ---  -----------------------------------------------------------------
<S>                    <C>  <C>
James D. Butcher        41  Director
George C. Woods         43  President, Interim CEO, Chief Financial Officer and Director
Mark A. Madamba         39  General Manager, Hero's Family Fun Entertainment
Robert N. Carrol        46  President, Nitelife Military Entertainment, Inc.
Timothy B. Hay. . . .   55  Director of Sales and Marketing, Nitelife Military Entertainment,
                            Inc. and Performance Sound & Light, Inc.
Mark E. Stutzman        42  Director
Gabriel Albert Martin   68  Director
</TABLE>


                                       23
<PAGE>
     JAMES  "DOUG"  BUTCHER,  our  founder and a Director, formed a mobile music
company  in  1978  while  in  the Navy, to provide entertainment services to the
military  nightclub  at  the  bases  on  which  he  was  stationed.  After being
transferred  to  San  Diego  in 1980, Mr. Butcher continued in the entertainment
business obtaining several Navy contracts in the San Diego area.  By 1982, after
departing the Navy, the disc jockey business became a full time venture based on
two  clubs,  one  mobile D. J. system and a need for quality entertainment.  Mr.
Butcher  built  the  Company  into  the  provider of comprehensive entertainment
service  and  products  it  is  today.

     GEORGE  C.  WOODS, Director, President, Chief Financial Officer and interim
Chief  Executive  Officer,  has been with the Company since June 2000. Mr. Woods
has  considerable  experience  in consolidation transactions, capital formation,
IPO's  and  mergers  and acquisitions. Most recently, Mr. Woods was President of
Fallright  America,  L.L.C.,  where  he obtained capital for growth and provided
monetization  of  existing  shareholder  equity. Prior to joining Fallright, Mr.
Woods  was  a  co-founder and principal of WJG Capital, L.L.C., a Houston, Texas
based  limited  liability  company  dedicated  to  identifying  consolidation
opportunities  in  highly  fragmented  industries. WJG Capital funded Nationwide
Staffing  Services,  Inc., a consolidation company in the staffing industry. WJG
Capital  assisted  Nationwide  with  the  simultaneous  merger of eight founding
companies  and  the filing of its initial public offering registration statement
to  be  listed on the New York Stock Exchange. From 1987 to 1996, Mr. Woods held
senior  financial and accounting positions at Quality Tubing at which he was the
Chief Financial Officer, Vice President-Finance and Administration. From 1982 to
1987,  he  was  the  Corporate Controller and Treasurer of Paragon Industries, a
privately-owned  manufacturing  division  of  the  WEDGE  Group,  Inc. a private
company  developing  consolidations  in  numerous  industries.  Mr.  Woods  is a
graduate  of  the University of Texas with a B.B.A. in Finance and earned an MBA
from  the  University  of  Houston.

     MARK A. MADAMBA has been with the Company since May 1994.  Prior to joining
the  Company,  Mr.  Madamba  spent  approximately 14 years in the U.S. Air Force
where, among other positions, he served as Technical Advisor and Program Manager
for the Air Force's $30 million per year slot machine program, which encompassed
35  military  bases  worldwide.  During his career in the Air Force, Mr. Madamba
became recognized as one of their top electronics troubleshooters and designers.
He later provided technical and management oversight to 10 bases at Headquarters
Pacific Air Forces and was based out of Osan Air Base, South Korea.  Mr. Madamba
received his Digital Electronics diploma from the Technical Vocational Institute
of  New  Mexico  in  1980.

     ROBERT  N.  CARROLL has been associated with Nitelife since 1991.  He had a
dual  career serving in the military Recon Operations and was the owner/operator
of  Oasis  Entertainment  before  joining  Nitelife  in  1991.  He  started with
Nitelife as a DJ and became the Area Talent Coordinator at Yokota Air Force Base
in  1992.  As operation expended in Asia, he was chosen as Nitelife's first Area
Director of Asia in 1993 and served in this capacity until 1995.  After retiring
from  the  military  in  1996,  he  moved to Houston to become Vice President of
Nitelife.  In January 2001, Mr. Carroll became President of Nitelife.  He has 25
years  experience  in  DJ entertainment, concerts, promotion, club designing and
technical  application.

     TIMOTHY  B.  HAY joined the Company in June of 2000.  He brings 32 years of
government  and  military  experience  in  the  area  of  Morale,  Welfare  and
Recreation.  Mr. Hay served 22 years in the United States Air Force specializing
in  the  management  of military clubs and dining facilities all over the world.
After  leaving active duty, he continued working with the Air Force by accepting
a civil service position with the Department of Defense as Chief, Morale Welfare
and  Recreation  at  Incirlik  Air  Base,  Turkey, where he was promoted for his
efforts  during  Desert Storm.  He continued on to several locations in the Asia
Theater  including  Headquarters  Pacific  Air  Forces where he served as Chief,
Business Operations for the eight large Air Force Bases in the Pacific Rim.  Mr.
Hay received numerous awards for his outstanding efforts in providing Quality of
Life  Programs  for  our  military,  their  dependents  and government employees
serving  overseas.

     MARK E. STUTZMAN has been a director of the Company since June 2001.  He is
also  the  Chief  Operating  Officer  and  General  Counsel  for  Capital Growth
Planning,  Inc.  and  all its affiliated companies.  Mr. Stutzman joined Capital
Growth  in  October  of  1997  after 12 years in private practice.  Mr. Stutzman
earned  his  degree from the Northwestern School of Law, graduating with Honors.
Mr.  Stutzman coordinates the due diligence process for all underwritings placed
through  Capital  Growth  Resources.  Other  core  responsibilities  include
management  of  all  Corporate  &  Broker/Dealer Operations.  Mr. Stutzman holds
licenses  in  securities  and  is  licensed  to  practice  law  in  the State of
California.

     GABRIEL ALBERT MARTIN was recently elected to an open position on the board
of  directors,  pursuant  to  a financing entered into between an investor group
lead  by  Mr.  Martin  and  the  Company earlier this year.  Mr. Martin, born in
Argentina,  has  been  a  successful  restaurateur  and real estate developer in
Houston, Texas for over 40 years.  Currently, Mr. Martin serves as President and


                                       24
<PAGE>
Director  of  Gabriel's  Inc., which owned and operated the world-renowned Swiss
Chalet  Restaurant, among many other restaurant establishments.  Gabriel's, Inc.
also  owns  several  rental  properties,  develops  raw  land,  and  has several
interests  in  oil  and gas properties, among other investments.  Mr. Martin has
served  as  a  Director  and  Vice  President  of Magna Flux, Inc., as well as a
Director  of  InterFirst  Bank  in  Houston,  Texas.

ITEM  10.     EXECUTIVE  COMPENSATION

     The  following  table sets forth information concerning compensation of the
chief  executive  officer  and all other executive officers of the Company whose
salary  and bonus exceeded $100,000 for services rendered to the Company for the
fiscal  year  ended  September  30,  2001.

<TABLE>
<CAPTION>
                              SUMMARY COMPENSATION TABLE

                                    Annual Compensation
                                 -------------------------
Name and Principal Position      Year   Salary    Bonus(1)   Other Annual Compensation
-------------------------------  ----  --------  ----------  -------------------------
<S>                              <C>   <C>       <C>         <C>
James D. Butcher, then Chairman
and Chief Executive Officer . .  2001  $156,000  840,000(2)             None.

George C. Woods, President and
Chief Financial Officer . . . .  2001   102,000  700,000(3)             None.
<FN>
____________________________
(1)  The Company adopted an employee stock bonus plan effective March 15, 2001.

(2)  Mr.  Butcher  received  840,000  shares  for  bonus  compensation  in 2001.
(3)  Mr.  Woods  received  700,000  shares for a signing bonus in his employment
     agreement,  signed  February  28,  2001.
</TABLE>

     We  are not aware of any involvement by our directors or executive officers
during  the  past  five  years  in  legal  proceedings  that  are material to an
evaluation  of  the  ability  or integrity of any director or executive officer.


EMPLOYEE  STOCK  BONUS  PLAN

     Effective  March  15,  2001, the Board adopted an Employee Stock Bonus Plan
(the  "Stock Bonus Plan").  The Stock Bonus Plan provides for the grant of bonus
shares  to  any  company  employee,  former  employee,  officer  or  director to
recognize  exceptional  service and performance beyond the service recognized by
the employee's salary.  The Board has authorized up to an aggregate of 3,895,538
shares  of common stock for issuance as bonus awards under the Stock Bonus Plan.
The  Stock  Bonus  Plan  is  currently administered by the Board.  Each grant of
bonus  shares  is in an amount determined by the Board.  Since Plan inception to
September  30,  2001,  2,870,538  shares  have been issued under the Stock Bonus
Plan.  The  Stock  Bonus  Plan  terminates  on  March  14,  2002.


EMPLOYMENT  AGREEMENTS

     Effective November 10, 1995, the Company entered into a ten-year employment
agreement  with James D. Butcher. The Agreement provides for an annual salary of
$156,000,  increasing  to  $240,000 upon completion of a secondary offering. All
future  increases  will  be  at  the  discretion  of  the  Board  of  Directors
Compensation  Committee.  The agreement may be terminated upon death, disability
or  for  "just cause" (as defined therein). Effective October 31, 2001 and, Mr.
Butcher  resigned  as  Chief  Executive  Officer.

     Effective  June  19, 2000, the Company entered into a three year employment
agreement  with George C. Woods.  The agreement provides for an annual salary of
$102,000,  with  annual  increases and bonuses at the discretion of the Board of
Directors.  All  future  increases  will  be  at  the discretion of the Board of
Directors  Compensation  Committee.  The agreement may be terminated upon death,
disability  or  for  "just  cause"  (as  defined  therein).


                                       25
<PAGE>
COMPENSATION  OF  DIRECTORS

     The  Company  is compensating members of the Board of Directors as follows:

          50,000  shares          For all four meetings attended
          10,000  shares          Per meeting attended
          10,000  shares          Additional for any special meetings
          2,500  shares           For telephone attendance


ITEM  11.      SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership  of  the  Company's common stock as of December 31, 2001, for (a) each
person  known  by  the  Company  to  own beneficially more than 5% of the common
stock,  (b)  each  director,  (c)  each  executive  officer  identified  in  the
compensation  table  above,  and  (d) officers and directors of the Company as a
group.

<TABLE>
<CAPTION>
                                         NUMBER OF
                                           SHARES
                                        BENEFICIALLY  PERCENTAGE
NAME OF BENEFICIAL OWNER                   OWNED         OWNED
--------------------------------------  ------------  -----------
<S>                                     <C>           <C>

Butcher Family Trust &
Beneficial Ownership . . . . . . . . .    10,028,058        14.7%
Mark E. Stutzman . . . . . . . . . . .         1,500          --%
George C. Woods. . . . . . . . . . . .       800,000         1.2%
Gabriel Albert Martin(1) . . . . . . .       757,143         1.1%
                                        ------------  -----------
All Officers and Directors as a group.    11,586,701        17.0%
                                        ============  ===========
<FN>
_____________________
(1)  Includes  warrants  granted  to  Gabriel  Albert  Martin, a director of the
     company,  as part of a $15,000 equity financing completed in July 2001. Mr.
     Martin  has  the right to acquire up to 500,000 shares of our common stock.
     The warrant grants the holder the right to acquire each share of our common
     stock  at  a  price of $0.045 per share. The warrant expires in December 6,
     2002.
</TABLE>


ITEM  12.      CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     As  of September 30, 2001, there have been no material transactions, series
of similar transactions, currently proposed transactions, or a series of similar
transactions, to which we or any of our subsidiaries was or is to be a party, in
which the amount involved exceeds $60,000 and in which any director or executive
officer  or  any  security  holder  who  is  known  to  us  to  own of record or
beneficially  more  than  5%  of our common stock or any member of the immediate
family  of  any  of  the  foregoing  persons,  had  a  material  interest.

     On  September 5, 2001, we entered into a loan agreement with Gabriel Albert
Martin, as trustee, in the amount of $200,000. This loan has a term of two years
with  interest  payable  in our common stock at the rate of 12% per year. At the
end  of  the  2-year  term, the entire principal amount will be due and payable.
This  loan  was  secured  by  an  interest  in the property and equipment of our
subsidiary, Nitelife Military Entertainment, Inc., as well as through the pledge
of  the stock of Nitelife Military Entertainment, Inc., which is owned by us. In
consideration  for  this  loan,  Mr.  Martin  received the right to nominate two
members  to  our  Board  of  Directors.  At  that  time,  our Board of Directors
consisted  of five members, of which there were two vacancies. Mr. Martin filled


                                       26
<PAGE>
the two vacancies through the nomination of himself and Mr. Woods. Additionally,
there  exist certain provisions in the loan agreement regarding the acceleration
of  repayment  of this loan including, but not limited to, the sale of assets by
us,  violation  of  maximum  allowable  debt  covenants, and the receipt of cash
proceeds  from  debt  or  equity financing in an amount greater than $1,000,000.


ITEM  13.      EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>
<S>                                                                               <C>
(A)  Financial Statements                                                         F-1

     Report of Independent Accountants                                            F-3

     Consolidated Financial Statements:

         Consolidated Balance Sheets as of September 30, 2001 and 2000            F-4

         Consolidated Statements of Operations for the years ended September 30,
             2001 and 2000                                                        F-5

         Consolidated Statements of Cash Flows for the years ended September 30,
             2001 and 2000                                                        F-6

         Consolidated Statements of Stockholders' Deficit for the years ended
             September 30, 2001 and 2000                                          F-7

     Notes to Consolidated Financial Statements                                   F-9

(B)  Exhibits

     None
</TABLE>


                                       27
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section 13 or 15 (d) of the Securities
Exchange  Act  of 1934, the Registrant has duly caused this report to be signed
on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.

                                    /s/ George C. Woods
                                    ------------------------------------------
                                    By: George C. Woods
                                        President and Chief Financial Officer

     Pursuant  to  the requirements of the Securities Exchange act of 1934, this
report has been signed below by the folowing persons on behalf of the Registrant
and  in  the  capacities  and  on  the  dates  indicated.

SIGNATURE                  CAPACITY                             DATE
---------                  --------                             ----

/s/ George C. Woods        President, Interim Chief Executive   January 14, 2002
----------------------     Officer, Chief Financial Officer
George  C.  Woods          and Director

/s/ Mark E. Stutzman       Director                             January 14, 2002
---------------------
Mark  E.  Stutzman

/s/ Gabriel Albert Martin  Director                             January 14, 2002
-------------------------
Gabriel  Albert  Martin


                                       28
<PAGE>



                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.

                                   __________





                        CONSOLIDATED FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000



                                      F-1
<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                                TABLE OF CONTENTS
                                   __________


                                                                         PAGE(S)
                                                                         -------

Report of Independent Accountants                                          F-3

Consolidated Financial Statements:

  Consolidated Balance Sheets as of September 30,
    2001 and 2000                                                          F-4

  Consolidated Statements of Operations for the
    years ended September 30, 2001 and 2000                                F-5

  Consolidated Statements of Cash Flows for the
    years ended September 30, 2001 and 2000                                F-6

  Consolidated Statements of Stockholders' Deficit
    for the years ended September 30, 2001 and 2000                        F-7

Notes to Consolidated Financial Statements                                 F-9


                                      F-2
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------


To the Board of Directors and Stockholders of
Entertainment Technologies & Programs, Inc.


We  have  audited  the accompanying consolidated balance sheets of Entertainment
Technologies & Programs, Inc. and its subsidiaries (collectively, the "Company")
as  of  September  30, 2001 and 2000, and the related consolidated statements of
operations,  stockholders'  deficit  and  cash  flows for each of the years then
ended.  These  financial  statements  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Entertainment Technologies &
Programs,  Inc.  and  subsidiaries  as  of  September 30, 2001 and 2000, and the
results  of  their  operations  and  their cash flows for each of the years then
ended  in  conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 2 to the financial
statements,  the  Company  has  suffered recurring losses from operations and at
September  30,  2001 is in a negative working capital position and stockholders'
deficit  position.  These  factors  raise  substantial doubt about the Company's
ability  to  continue as a going concern.  Management's plans in regard to these
matters  are  also described in Note 2.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.



                                        /s/ Ham, Langston & Brezina, L.L.P.


Houston,  Texas
December  31,  2001


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.

                          CONSOLIDATED BALANCE SHEETS

                          SEPTEMBER 30, 2001 AND 2000
                                   __________



     ASSETS                                               2001         2000
     ------                                          ------------  ------------
<S>                                                  <C>           <C>
Current assets:
  Cash and cash equivalents                          $    30,288   $     9,604
  Accounts receivable, net                               266,334       300,353
  Inventory                                               39,340        92,729
  Prepaid assets                                          57,017        54,210
                                                     ------------  ------------

    Total current assets                                 392,979       456,896

Property and equipment, net                            1,740,155     3,894,443
Other assets                                              43,800        28,091
                                                     ------------  ------------

      Total assets                                   $ 2,176,934   $ 4,379,430
                                                     ============  ============


LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
  Current portion of notes payable to stockholders   $    15,500   $    85,000
  Current portion of notes payable                       853,633     3,651,002
  Current portion of capital lease obligations           568,430       568,430
  Accounts payable and accrued liabilities               920,272     1,595,368
                                                     ------------  ------------

    Total current liabilities                          2,357,835     5,899,800

Notes payable to stockholders                            370,000             -
Notes payable                                             15,017             -
Capital lease obligation                                 675,599       400,000
Debt settlement trust obligation                         876,433             -
                                                     ------------  ------------

      Total liabilities                                4,294,884     6,299,800
                                                     ------------  ------------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 200,000,000 and
    50,000,000 shares authorized, 54,333,455 and
    41,540,211 shares issued and 53,933,455 and
    41,140,211 shares outstanding at September 30,
    2001 and 2000, respectively                           54,333        41,540
  Additional paid-in capital                           7,688,384     6,580,495
  Unissued common stock                                  155,200             -
  Accumulated deficit                                 (9,865,867)   (8,392,405)
  Treasury stock, 400,000 shares at cost                (150,000)     (150,000)
                                                     ------------  ------------

      Total stockholders' deficit                     (2,117,950)   (1,920,370)
                                                     ------------  ------------

        Total liabilities and stockholders' deficit  $ 2,176,934   $ 4,379,430
                                                     ============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                      F-4

<PAGE>
<TABLE>
<CAPTION>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
                                   __________


                                                   2001          2000
                                               ------------  ------------
<S>                                            <C>           <C>
Revenue:
  Entertainment services                       $ 2,742,673   $ 4,048,720
  Retail                                           605,717       768,874
                                               ------------  ------------

    Total revenue                                3,348,390     4,817,594
                                               ------------  ------------

Cost of sales and services:
  Entertainment services                         1,838,137     2,818,550
  Retail                                           402,658       366,957
                                               ------------  ------------

    Total cost of sales and services             2,240,795     3,185,507
                                               ------------  ------------

Gross margin                                     1,107,595     1,632,087

General and administrative expenses              2,020,041     3,067,203
                                               ------------  ------------

  Loss from operations                            (912,446)   (1,435,116)

Interest expense                                  (561,016)     (765,120)
                                               ------------  ------------

Loss from continuing operations                 (1,473,462)   (2,200,236)

Discontinued operations:
  Loss on disposal of discontinued restaurant
    division, including provision for losses
    during the phase-out period                          -       (26,253)
                                               ------------  ------------

Net loss                                       $(1,473,462)  $(2,226,489)
                                               ============  ============

Basic and diluted net loss per common share:
  Continuing operations                        $     (0.03)  $     (0.06)
  Discontinued operations                                -             -
                                               ------------  ------------

    Net loss                                   $     (0.03)  $     (0.06)
                                               ============  ============

Weighted average shares outstanding             47,755,506    37,060,044
                                               ============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                      F-5

<PAGE>
<TABLE>
<CAPTION>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                 FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
                                   __________


                                                          2001          2000
                                                      ------------  ------------
<S>                                                   <C>           <C>
Cash flows from operating activities:
  Net loss                                            $(1,473,462)  $(2,226,489)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Loss on disposal of discontinued operations                 -        26,253
    Depreciation and amortization                         557,867       731,221
    Provision for doubtful accounts                        10,000             -
    Common stock issued for services                      456,542       199,930
    Common stock issued for interest expense              110,777       323,514
    Common stock issued for employee compensation         188,732             -
    Changes in operating assets and liabilities:
      Accounts receivable                                  24,019       141,508
      Inventory                                            53,389          (284)
      Prepaid assets                                       (2,807)      (54,210)
      Other assets                                        (15,709)       21,756
      Book overdraft                                            -       (36,888)
      Accounts payable and accrued liabilities           (329,167)      344,055
      Debt settlement trust obligation                     94,000             -
                                                      ------------  ------------

        Net cash used in continuing operations           (325,819)     (529,634)
        Net cash provided by discontinued operations            -       126,579
                                                      ------------  ------------

          Net cash used in operating activities          (325,819)     (403,055)
                                                      ------------  ------------

Cash flows from investing activities:
  Capital expenditures                                   (357,217)     (324,077)
                                                      ------------  ------------

          Net cash used in investing activities          (357,217)     (324,077)
                                                      ------------  ------------

Cash flows from financing activities:
  Proceeds from notes payable and capital lease
    obligations                                           634,798       702,639
  Proceeds from sale of common stock                      300,600       167,500
  Proceeds from sale of treasury stock                     15,000             -
  Payments on notes payable and capital lease
    obligations                                          (196,678)     (133,403)
  Purchase of treasury stock                              (50,000)            -
                                                      ------------  ------------

          Net cash provided by financing activities       703,720       736,736
                                                      ------------  ------------

Increase in cash and cash equivalents                      20,684         9,604

Cash and cash equivalents, beginning of year                9,604             -
                                                      ------------  ------------

Cash and cash equivalents, end of year                $    30,288   $     9,604
                                                      ============  ============


Supplemental disclosure of cash flow information:
  Cash paid for interest expense                      $   247,199   $   143,430
                                                      ============  ============

  Cash paid for income taxes                          $         -   $         -
                                                      ============  ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                      F-6

<PAGE>
<TABLE>
<CAPTION>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
                                   __________


                                                            ADDITIONAL    UNISSUED
                                         COMMON STOCK        PAID-IN       COMMON      ACCUMULATED    TREASURY
                                      SHARES      AMOUNT     CAPITAL        STOCK        DEFICIT       STOCK        TOTAL
                                   ------------  --------  ------------  ------------  ------------  ----------  ------------
<S>                                <C>           <C>       <C>           <C>           <C>           <C>         <C>
Balance at September 30, 1999        32,579,877  $ 32,580  $ 5,663,293   $          -  $(6,165,916)  $(150,000)  $  (620,043)

Issuance of common stock for cash       988,889       989      166,511              -            -           -       167,500

Issuance of common stock for
  services                            1,519,500     1,519      198,411              -            -           -       199,930

Notes payable converted to common
  stock                               1,975,693     1,976      233,242              -            -           -       235,218

Issuance of common stock as
  collateral                          2,000,000     2,000       (2,000)             -            -           -             -

Issuance of common stock in set-
  tlement of accrued interest         2,476,252     2,476      321,038              -            -           -       323,514

Net loss                                      -         -            -              -   (2,226,489)          -    (2,226,489)
                                   ------------  --------  ------------  ------------  ------------  ----------  ------------

Balance at September 30, 2000        41,540,211    41,540    6,580,495              -   (8,392,405)   (150,000)   (1,920,370)

Purchase of 1,000,000 shares of
  treasury stock                              -         -            -              -            -     (50,000)      (50,000)

Issuance of treasury shares for
  cash                                        -         -            -              -            -      15,000        15,000

Issuance of common stock for cash,    1,868,911     1,869      108,531              -            -      35,000       145,400
  net of treasury stock of $35,000
  issued for syndication costs

Unissued common stock                         -         -            -        155,200            -           -       155,200
</TABLE>


          See accompanying notes to consolidated financial statements.
                                      F-7

<PAGE>
<TABLE>
<CAPTION>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
                                   __________


                                                          ADDITIONAL     UNISSUED
                                  COMMON STOCK  PAID-IN     COMMON     ACCUMULATED     TREASURY
                                     SHARES      AMOUNT     CAPITAL       STOCK        DEFICIT       STOCK         TOTAL
                                  ------------  --------  -----------  ------------  ------------  ----------  ------------
<S>                               <C>           <C>       <C>          <C>           <C>           <C>         <C>
Issuance of common stock for
  services                           4,304,980     4,305      452,238             -            -           -       456,543

Issuance of common stock for
  employee compensation              2,870,538     2,870      185,862             -            -           -       188,732

Note payable converted to common
  stock                                850,000       850       84,150             -            -           -        85,000

Issuance of common stock in
  settlement of accrued interest     2,021,815     2,022      191,160             -            -           -       193,182

Issuance of common stock in set-
  tlement of accounts payable          877,000       877       85,948             -            -           -        86,825

Net loss                                     -         -            -             -   (1,473,462)          -    (1,473,462)
                                  ------------  --------  -----------  ------------  ------------  ----------  ------------

Balance at September 30, 2001       54,333,455  $ 54,333  $ 7,688,384  $    155,200  $(9,865,867)  $(150,000)  $(2,117,950)
                                  ============  ========  ===========  ============  ============  ==========  ============
</TABLE>


          See accompanying notes to consolidated financial statements.
                                      F-8

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


1.   BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ---------------------------------------------------------

     BACKGROUND
     ----------

     Entertainment Technologies & Programs, Inc. ("ETP") and its wholly-owned
     subsidiaries (the "Company") are engaged in three major areas of operations
     as follows:

     -    Operation  of night clubs and other entertainment facilities on United
          States  military  bases  throughout the world, including the planning,
          promotion  and  production  of  live  performances at such facilities.

     -    Sale  of  professional sound and lighting equipment to both the United
          States  military  and  the  non-military  consumer  markets.

     -    Operation  of  amusement  facilities  and  equipment.

     The accompanying consolidated financial statements include the accounts and
     transactions  of  ETP,  along  with  its  wholly-owned  subsidiaries.  All
     intercompany  balances  and  transactions  have  been  eliminated  in
     consolidation.  The consolidated financial statements and notes thereto are
     presented  as  if  all  mergers  and business combinations accounted for as
     poolings  of  interest  have  operated  as  one  entity  since  inception.

     USE  OF  ESTIMATES
     ------------------

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that  affect  reported amounts and related disclosures. Actual
     results  could  differ  from  estimates.

     REVENUE  RECOGNITION
     --------------------

     Revenue  is  recognized at the time services are performed or when products
     are  shipped.

     CONCENTRATIONS  OF  CREDIT  RISK
     --------------------------------

     Financial instruments which subject the Company to concentrations of credit
     risk include cash and cash equivalents and accounts receivable. The Company
     maintains  its  cash  in  well known banks selected based upon management's
     assessment  of the banks' financial stability. Balances periodically exceed
     the  $100,000  federal depository insurance limit; however, the Company has
     not experienced any losses on deposits. Accounts receivable generally arise
     from sales of equipment and services to the United States government and to
     United  States  consumers.  Collateral is generally not required for credit
     granted.  Sales  to  the  United States government approximate 70% of total
     sales  reported  in  the  accompanying  statements  of  operations.


                                    Continued
                                      F-9

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


1.   BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
     --------------------------------------------------------------------

     CASH  EQUIVALENTS
     -----------------

     For  purposes of reporting cash flows, the Company considers all short-term
     investments  with  an  original  maturity  of  three  months  or  less when
     purchased  to  be  cash  equivalents.

     INVENTORIES
     -----------

     Inventories, consisting primarily of electronic equipment are valued at the
     lower  of  cost  or  market.  Cost  is  determined based upon the first-in,
     first-out  (FIFO)  method.

     PROPERTY  AND  EQUIPMENT
     ------------------------

     Property  and  equipment  is  stated  at  cost.  Depreciation  is  computed
     principally  by  the  straight-line  method  over estimated useful lives as
     follows:

                                                            ESTIMATED
          DESCRIPTION                                     USEFUL LIVES

          Amusement games                                    5 years
          Furniture and equipment                          5-7 years
          Club equipment                                   5-7 years
          Leasehold improvements                            15 years
          Vehicles                                           5 years
          Buildings                                         39 years

     INCOME  TAXES
     -------------

     The Company uses the liability method in accounting for income taxes. Under
     this  method,  deferred  tax assets and liabilities are determined based on
     differences  between financial reporting and income tax carrying amounts of
     assets  and  liabilities  and  are measured using the enacted tax rates and
     laws  that  will be in effect when the differences are expected to reverse.

     LOSS  PER  SHARE
     ----------------

     Basic  and  diluted loss per share is computed on the basis of the weighted
     average  number  of  shares of common stock outstanding during each period.

     STOCK-BASED  COMPENSATION
     -------------------------

     The  Company  accounts  for  its  stock compensation arrangements under the
     provisions  of  APB  No. 25 "Accounting for Stock Issued to Employees". The
     Company  provides  disclosure  in  accordance  with  the  disclosure-only
     provisions  of  SFAS  No.  123  "Accounting  for Stock-Based Compensation".


                                    Continued
                                      F-10

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


1.   BACKGROUND AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
     --------------------------------------------------------------------

     IMPAIRMENT  OF  LONG-LIVED  ASSETS
     ----------------------------------

     In  the event that facts and circumstances indicate that the carrying value
     of  a  long-lived asset, including associated intangibles, may be impaired,
     an  evaluation  of  recoverability  is performed by comparing the estimated
     future  undiscounted  cash  flows  associated with the asset or the asset's
     estimated  fair  value  to  the  asset's  carrying amount to determine if a
     write-down  to  market  value  or  discounted  cash  flow  is  required.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

     The  Company  includes  fair  value  information  in the notes to financial
     statements  when  the  fair value of its financial instruments is different
     from  the  book  value.  When  the  book  value approximates fair value, no
     additional  disclosure  is  made.

     COMPREHENSIVE  INCOME
     ---------------------

     The Company has adopted Statement of Financial Accounting Standard ("SFAS")
     No.  130,  "Reporting  Comprehensive Income". Comprehensive income includes
     such  items  as unrealized gains or losses on certain investment securities
     and  certain  foreign  currency  translation  adjustments.  The  Company's
     financial  statements  include  none of the additional elements that affect
     comprehensive  income. Accordingly, comprehensive income and net income are
     identical.

     SEGMENT  INFORMATION
     --------------------

     The  Company  has  adopted  SFAS No. 131, "Disclosures about Segments of an
     Enterprise  and  Related Information". SFAS No. 131 supersedes SFAS No. 14,
     "Financial  Reporting for Segments of a Business Enterprise". Under the new
     standard,  the  Company  is  required  to  use  the  management approach to
     reporting  its  segments.  The  management  approach  designates  that  the
     internal  organization  that  is  used  by  management for making operating
     decisions  and  assessing  performance  as  the  source  of  the  Company's
     segments.  The  accounting  policies  of the segments are the same as those
     described  elsewhere  in  Note  1.

     RECLASSIFICATIONS
     -----------------

     Certain  items  in  these  financial  statements  have been reclassified to
     conform  to  the  current  period  presentation.



                                    Continued
                                      F-11

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


2.   GOING  CONCERN  CONSIDERATIONS
     ------------------------------

     During the years ended September 30, 2001 and 2000, the Company experienced
     negative  financial  results  as  follows:

<TABLE>
<CAPTION>
                                                  2001          2000
                                              ------------  ------------
<S>                                           <C>           <C>
         Net loss                             $(1,473,462)  $(2,226,489)

         Negative cash flows from operations     (325,819)     (403,055)

         Negative working capital              (1,964,856)   (5,442,904)

         Accumulated deficit                   (9,865,867)   (8,392,405)

         Stockholders' deficit                 (2,117,950)   (1,920,370)
</TABLE>

     In  addition  to  its  negative  financial  results,  the  Company  is also
     delinquent  on payments of principal and accrued interest for a significant
     portion of its note payable and capital lease obligations. Additionally, at
     September  30,  2001  and  2000,  the  Company  is in violation of numerous
     financial  and  non-financial  covenants  included in such note payable and
     capital  lease  agreements  for  which waivers have not been obtained. Debt
     under  those  agreements has been classified as current in the accompanying
     financial  statements  (See  Notes  6  and 7) and certain balances could be
     called  by  the  creditors.

     Management  has  developed  specific current and long-term plans to address
     its  viability  as  a  going  concern  as  follows:

     -    During 2001 the Company began a multi-stepped debt reduction plan (the
          "Plan").  In  the  first  phase  of  the  Plan,  the Company agreed to
          exchange  certain  of  its assets to repay approximately $2,900,000 of
          long-term  debt and accrued interest (See Note 9). In the second phase
          of the Plan, in December 2001, the Company completed an exchange offer
          to  retire  capital lease obligations with a face value of $806,000 in
          exchange  for  shares  of the Company's common stock (See Note 16). In
          the third phase of the Plan, management is currently exploring ways to
          extinguish additional debt in exchange for assets or through issuances
          of  common  stock  and  to  concentrate  on  its  core  business.

     -    During  2001 the Company took steps to restructure its management team
          and  Board  of  Directors.

     There  can  be  no  assurance  that  the  Company  will have the ability to
     implement  its  business  plan  and  ultimately  attain  profitability. The
     Company's  long-term  viability  as a going concern is dependent upon three
     key  factors,  as  follows:


                                    Continued
                                      F-12

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


2.   GOING  CONCERN  CONSIDERATIONS,  CONTINUED
     ------------------------------------------

     -    The  Company's  ability  to  obtain adequate sources of debt or equity
          funding  to  meet current commitments and fund the continuation of its
          business  operations  in  the  near  term.

     -    The  ability  of the Company to control costs and expand revenues from
          existing  or  new  businesses.

     -    The  ability  of  the  Company  to  ultimately  achieve  adequate
          profitability  and  cash  flows  from  operations  to  sustain  its
          operations.


3.   ACCOUNTS  RECEIVABLE
     --------------------

     Accounts  receivable  consist  primarily  of amounts due from U.S. military
     bases  for  the  purchase  of  entertainment  equipment  and  services.  An
     allowance  for  doubtful  accounts  is provided, when appropriate, based on
     past  experience and other factors which, in management's judgment, deserve
     current  recognition in estimating probable bad debts. Such factors include
     circumstances  with  respect  to  specific  accounts receivable, growth and
     composition  of  accounts receivable, the relationship of the allowance for
     doubtful  accounts  to accounts receivable and current economic conditions.
     Accounts  receivable  at  September  30, 2001 and 2000 are stated net of an
     allowance  for  doubtful  accounts  of  $10,000  and $17,985, respectively.


4.   PROPERTY AND EQUIPMENT
     ----------------------

     Property and equipment consisted of the following at September 30, 2001 and
     2000:

<TABLE>
<CAPTION>
                                             2001          2000
                                         ------------  ------------
<S>                                      <C>           <C>
       Land, buildings and improvements  $   497,479   $ 2,539,890
       Club equipment                      2,823,645     2,446,974
       Amusement games                     1,759,201     2,035,259
       Furniture and equipment               322,025       351,702
       Vehicles                               96,164       111,701
                                         ------------  ------------

                                           5,498,514     7,485,526
       Less: accumulated depreciation
         and amortization                 (3,758,359)   (3,591,083)
                                         ------------  ------------

         Property and equipment, net     $ 1,740,155   $ 3,894,443
                                         ============  ============
</TABLE>

     Depreciation  expense  for  the years ended September 30, 2000 and 2001 was
     $557,867  and  $731,221,  respectively.


                                    Continued
                                      F-13

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


5.   NOTES PAYABLE TO STOCKHOLDERS
     -----------------------------

     The  Company  periodically  obtained loans from stockholders to provide the
     Company  with working capital. Notes payable to stockholders consist of the
     following  at  September  30,  2001  and  2000:

<TABLE>
<CAPTION>
                                                   2001       2000
                                                 ---------  ---------
<S>                                              <C>        <C>
     Promissory note payable to a stockholder
       bearing interest at 12% per year and due
       in full in September 2003.  This note is
       collateralized by certain property and
       equipment of the Company.                 $200,000   $      -

     Promissory note payable to a stockholder
       bearing interest at 20% per year.  This
       note is due in monthly payments of int-
       erest only of $2,265 with the entire
       principal balance due April 2008.  This
       note includes a 20% prepayment penalty
       if repaid prior to April 2006, and is
       uncollateralized.                          170,000     85,000

     Other notes payable to stockholders           15,500          -
                                                 ---------  ---------

                                                  385,500     85,000
          Less current portion                    (15,500)   (85,000)
                                                 ---------  ---------

                                                 $370,000   $      -
                                                 =========  =========
</TABLE>

6.   NOTES PAYABLE
     -------------

Notes payable consist of the following at September 30, 2001 and 2000:

<TABLE>
<CAPTION>
                                                       2001      2000
                                                     --------  -------
<S>                                                 <C>       <C>
     Note payable to a bank (the "SBA Loan"),
       bearing interest of 9.5% per year and due
       in monthly payments of $5,928, including
       interest, through December 2016.  This
       note is guaranteed by the United States
       Small Business Administration ("SBA") and
       is collateralized by certain real estate
       and by the personal guarantee of an
       officer/stockholder of the Company.          $500,495  $515,157

     Notes payable to individuals, bearing int-
       erest at various rates up to 12.5% per
       year, with maturities in 2002.  These
       notes are not collateralized.                  43,177   107,045
</TABLE>


                                    Continued
                                      F-14

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


6.   NOTES PAYABLE, CONTINUED
     ------------------------

<TABLE>
<CAPTION>
<S>                                                   <C>           <C>
     Notes payable to factoring companies,
       bearing interest at graduated rates based
       upon the collection period for factored
       receivables.                                   214,370       309,797

     Note payable to a bank, bearing interest of
       10.75% per year and due on demand.  This
       note is not collateralized.                     53,750        68,750

     Note payable to a leasing company, due in
       monthly payments of $1,112 through
       September 2004 and collateralized by
       certain equipment.                              37,520        50,253

     Note payable to a financial institution,
       bearing interest of 11.95% per year and
       due in monthly payments of $488, including
       interest, through October 2005.  This note
       is collateralized by a vehicle.                 19,338            -

     Notes payable to investors (the "Investor
       Notes") under private placements handled
       by an investment company.  These notes
       bear interest at stated rates ranging from
       12% to 14% per year and are collateralized
       by substantially all assets of the Company
       (See Note 9).                                        -     2,600,000
                                                    ----------  ------------

                                                     868,650     3,651,002
       Less current portion                          (853,633)   (3,651,002)
                                                    ----------  ------------

                                                    $  15,017   $         -
                                                    ==========  ============
</TABLE>

     Following  is  an analysis of contractual future annual maturities of notes
     payable  for  the  next  five  years  and  in  the  aggregate:

<TABLE>
<CAPTION>
                                     SBA LOAN
     YEAR ENDING    CONTRACTUAL    RECLASSIFIED
     SEPTEMBER 30,  MATURITIES      TO CURRENT    AS PRESENTED
     -------------  ------------  --------------  -------------
<S>                 <C>           <C>             <C>
        2002        $    368,500  $     485,133   $     853,633
        2003              21,176        (16,887)          4,289
        2004              23,394        (18,562)          4,832
        2005              25,846        (20,404)          5,442
        2006              22,882        (22,428)            454
     Thereafter          406,852       (406,852)              -
                    ------------  --------------  -------------

                    $    868,650  $           -   $     868,650
                    ============  ==============  =============
</TABLE>


                                    Continued
                                      F-15

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


6.   NOTES PAYABLE, CONTINUED
     ------------------------

     The SBA Loan, contains various financial and non-financial covenants, which
     require the Company, among other things, to maintain certain levels of cash
     flows,  stockholders'  equity  and  debt  to  equity.  The  covenants  also
     prohibit,  without  the  consent  of  the  lender,  the Company from making
     material  changes  to  its  business,  declaring  or  paying  dividends,
     transferring ownership interests in the Company, paying salaries to certain
     officers  of  the  Company  in excess of specified limits, or incurring new
     debt. The Company is in violation of many of the covenants of the SBA Loan.
     Accordingly,  the  SBA  Loan could be called at any time by the lender. The
     Company  has  not requested or received covenant violation waivers from the
     lender  and  the  SBA  Loan has been classified as current in the financial
     statements.


7.   CAPITAL  LEASE  OBLIGATIONS
     ---------------------------

     At  various  dates  during the years ended September 30, 2001 and 2000, the
     Company  entered  into  sale/leaseback  transactions  (the  "Sale/Leaseback
     Transactions")  for certain equipment used at its amusement facilities. The
     leases  underlying the Sale/Leaseback Transactions were capital leases and,
     accordingly,  the  Sale/Leaseback  Transactions  represented  financing
     arrangements  collateralized  by amusement facility equipment. The terms of
     the  Sale/Leaseback  Transactions  generally  provided  for  the Company to
     receive  cash  proceeds equal to 100% of the fair value of the equipment at
     the  date  of  closing (the "Closing Value"). The Company then entered into
     five  year  lease  agreements  with the lessors that require the Company to
     make  monthly  payments  equal  to  1.25%  of the Closing Value and a final
     payment  at  the  end  of  five  years  equal to 125% of the Closing Value.
     Capital  lease  obligations entered into as a result of the Sale/Leaseback
     Transactions  have  a  balance  of  $675,599  at September 30, 2001 and the
     entire  balance  is  non-current.  (The  lease  obligations  related to the
     Sale/Leaseback  Transactions  bear  interest  at  an  effective  rate  of
     approximately  23.5%  per  year.)

     In  December  2001,  the  Company  negotiated  exchange  agreements  (the
     "Exchange") with substantially all of the lessors that were involved in the
     Sale/Leaseback  Transactions. The Exchange will allow the Company to retire
     substantially  all related capital lease obligations in exchange for shares
     of  the  Company's  common  stock  (See  Note  16).


                                    Continued
                                      F-16

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


7.   CAPITAL  LEASE  OBLIGATIONS,  CONTINUED
     ---------------------------------------

     During  the  year  ended  September  30,  1997,  the Company entered into a
     capital lease agreement (the "1997 Lease") to acquire $700,000 of games for
     use  in  its  amusement facilities. The Company has not made payments under
     the 1997 Lease agreement for the past three years due to disputes about the
     equipment.  The  1997  Lease  includes  certain  covenants that require the
     Company  to provide various financial information to the lessor in a timely
     manner.  During the year ended September 30, 2001 and 2000, the Company did
     not  comply with the lease covenants and at September 30, 2001, the Company
     was past due on required payments under the lease obligation. Such past due
     payments  total  $873,924 and include accrued interest expense of $248,619,
     accrued  sales  tax  expense of $56,875 and principal payments of $568,430.
     Accordingly,  the  Company  is  in  default  of the lease agreement and the
     lessor  could  repossess the amusement games or request payment of past due
     amounts.  If  the  lessor  requested  payment  of  past due amounts and the
     Company  was unable to comply, the lessor's recourse is repossession of the
     leased  amusement  games.  The  Company  has  not requested or received any
     waiver  of  covenant  violations  and  its  present financial circumstances
     prevent  the  Company  from  making past due lease payments. The Company is
     currently  discussing  settlement  options  with  the  lessor.

     Included in property and equipment in the accompanying consolidated balance
     sheet  at  September  30, 2001 and 2000 are the following assets held under
     capital  leases:

<TABLE>
<CAPTION>
                                             2001         2000
                                         -----------  -----------
<S>                                      <C>          <C>
       Amusement games                   $1,449,300   $1,200,000

       Accumulated amortization            (884,999)    (519,999)
                                         -----------  -----------

       Assets under capital leases, net  $  564,301   $  680,001
                                         ===========  ===========
</TABLE>

     Minimum  lease payments due under capital leases with remaining lease terms
     of  greater  than one year and expiration dates subsequent to September 30,
     2001  are  summarized  as  follows:


                                    Continued
                                      F-17

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


7.   CAPITAL  LEASE  OBLIGATIONS,  CONTINUED
     ---------------------------------------

<TABLE>
<CAPTION>

         YEAR ENDING
         SEPTEMBER 30,
        --------------
<S>                                              <C>
            2002                                 $  682,375
            2003                                    121,920
            2004                                    121,920
            2005                                    410,470
            2006                                    519,820
                                                 ----------

        Total minimum lease payments              1,856,505

        Less amount representing interest           612,476
                                                 ----------

        Present value of minimum lease payments   1,244,029

        Less current portion                        568,430
                                                 ----------
                                                 $  675,599
                                                 ==========
</TABLE>

8.   ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES
     --------------------------------------------

     Accounts  payable  and  accrued  liabilities  consisted of the following at
     September  30,  2001  and  2000:

<TABLE>
<CAPTION>
                                               2001       2000
                                             --------  ----------
<S>                                          <C>       <C>
       Accounts payable, trade               $175,683  $  545,803
       Accrued payroll and related taxes      103,536     136,944
       Accrued rent expense                   105,101      79,373
       Accrued interest expense               286,975     353,324
       Sales taxes payable                     61,791      56,493
       Accrued property tax expense            30,999      65,241
       Accrued legal settlement                     -      82,500
       Accrued phase-out period losses of
         discontinued restaurant operations         -      82,832
       Other accrued expenses                 156,187     192,858
                                             --------  ----------

                                             $920,272  $1,595,368
                                             ========  ==========
</TABLE>


                                    Continued
                                      F-18

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


9.   DEBT  SETTLEMENT  TRUST  OBLIGATION
     -----------------------------------

     In  December  2000,  the  Company  entered  into  an  agreement (the "Trust
     Agreement")  with the holders of the Investor Notes (See Note 6). Under the
     terms  of  the Trust Agreement, the Company placed certain of its amusement
     properties  with  an appraised value of $2,495,000 (the "Properties) into a
     trust  (the  "Trust") that was established to (i) consolidate the ownership
     interests  of  the individual holders of the Investor Notes into beneficial
     interests in the Trust, (ii) liquidate the Properties that were placed into
     the  Trust,  and  (iii)  distribute  the  proceeds  from liquidation of the
     Properties  to  the beneficial interests in the Trust. The Trust ultimately
     seeks  to fully retire the Investor Notes plus accrued interest through the
     date of retirement. At the inception of the Trust, the Investor Notes had a
     face value of $2,600,000 and accrued interest of $320,487. An extension fee
     of  10%  of  the  outstanding note balance is due to the beneficial holders
     quarterly  and  is  to be paid by the Trust. The Company has also agreed to
     place  shares  of  its  restricted common stock and certain other amusement
     properties  into  the  Trust  if  the Properties prove insufficient for the
     purposes  of  the  Trust,  which  include  payment  of  trust  expenses and
     extension  fees.

     Following  is  an  analysis  of  the  debt  settlement  trust obligation at
     September  30,  2001:

<TABLE>
<CAPTION>
<S>                                                    <C>
          Investor Notes to be repaid by the Trust     $2,600,000
          Accrued interest at the date the Trust was      320,487
            established
                                                       -----------
          Liability transferred to the Trust            2,920,487


          Net book value of assets transferred to
            the Trust                                   1,957,949
          Fair market value of common stock
            transferred to the Trust as collateral        108,000
                                                       -----------
          Assets transferred to the Trust               2,065,949

          Net liability after transfer                    854,538
          Common stock of the Company issued for
            accrued interest                             (172,182)
          Extension fees earned by the note holders and
            due to the trust                              195,000
          Other Trust activity                               (923)
                                                       -----------

          Debt settlement trust obligation at
            September 30, 2001                         $  876,433
                                                       ===========
</TABLE>


                                    Continued
                                      F-19

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


10.  INCOME  TAXES
     -------------

     The Company has incurred losses since its inception and, therefore, has not
     been subject to federal income taxes. As of September 30, 2001, the Company
     had  net  operating  loss  ("NOL") carryforwards for income tax purposes of
     approximately  $9,900,000  which  expire in various tax years through 2021.
     United States tax laws limit the time during which NOL carryforwards may be
     applied against future taxable income, the Company will, in all likelihood,
     be unable to take full advantage of its NOL for federal income tax purposes
     should  the  Company  generate  taxable  income.

     The  composition of deferred tax assets and liabilities and the related tax
     effects  at  September  30,  2001  and  2000  are  as  follows:

<TABLE>
<CAPTION>
                                                 2001         2000
                                            ------------  ------------
<S>                                         <C>           <C>
       Deferred tax assets:
         Net operating losses               $ 3,372,007   $ 2,986,049
         Other assets basis difference                -        55,827
         Accrued liabilities and reserves        25,335        28,050
         Valuation allowance                 (3,375,840)   (2,989,882)
                                            ------------  ------------

           Total deferred tax assets             21,502        80,044
                                            ------------  ------------

       Deferred tax liabilities:
         Property and equipment                 (21,502)      (80,044)
                                            ------------  ------------

          Total deferred tax liability          (21,502)      (80,044)
                                            ------------  ------------

       Net deferred tax asset (liability)   $         -    $        -
                                            ============  ============
</TABLE>

     The difference between the income tax benefit in the accompanying statement
     of  operations  and  the  amount  that  would  result  if  the U.S. Federal
     statutory  rate  of  34%  were  applied to pre-tax loss for the years ended
     September  30,  2001  and  2000  is  as  follows:


                                    Continued
                                      F-20

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


10.  INCOME  TAXES,  CONTINUED
     -------------------------

<TABLE>
<CAPTION>
                                            2001                2000
                                      ----------------   -----------------
                                        AMOUNT      %      AMOUNT     %_
                                      ----------  -----  ----------  -----
<S>                                   <C>         <C>    <C>         <C>
       Benefit for income tax at
         federal statutory rate       $(499,407)  (34)%  $(757,006)  (34)%
       Difference in depreciation        58,542      4     (28,267)    (1)
       Difference in amortization
         of start-up costs                    -      -     (11,601)    (1)
       Difference in recognition
         of accrued expenses                  -      -       6,847      1
       Difference in recognition of
         accrued loss on disposal of
         discontinued operations              -      -    (101,784)    (5)
       Other                            (23,725)    (2)          -      -
       Non-deductible expenses           78,632      6       3,500      -
       Increase in valuation
         allowance                      385,958     26     888,311     40
                                      ----------  -----  ----------  -----

                                      $       -     - %  $       -     - %
                                      ==========  =====  ==========  =====
</TABLE>

11.  STOCK  BONUS  PLAN  AND  STOCK  WARRANTS
     ----------------------------------------

     EMPLOYEE STOCK BONUS PLAN
     -------------------------

     Effective  March  15,  2001, the Board adopted an Employee Stock Bonus Plan
     (the  "Stock  Bonus  Plan"). The Stock Bonus Plan provides for the grant of
     bonus  shares to any Company employee, former employee, officer or director
     to  recognize  exceptional  service  and  performance  beyond  the  service
     recognized  by  the  employee's  salary.  The Board has authorized up to an
     aggregate  of 3,895,538 shares of common stock for issuance as bonus awards
     under  the Stock Bonus Plan. The Stock Bonus Plan is currently administered
     by  the Board. Each grant of bonus shares is in an amount determined by the
     Board.  Since  Plan  inception to September 30, 2001, 2,870,538 shares have
     been  issued under the Stock Bonus Plan. The Stock Bonus Plan terminates on
     March  14,  2002.

     STOCK  WARRANTS
     ---------------

     In July 2001, the Company issued warrants to purchase 876,081 shares of the
     Company's common stock at $0.09 per share as part of the agreement with two
     consultants  assisting  in  the  debt reduction plan Exchange (See Note 2).

     In  July  2001, the Company issued warrants to purchase 1,000,000 shares of
     the  Company's  common  stock  at  $0.07  per share as an incentive for two
     individuals  to  purchase  stock.

     No  expense related to warrants issued was recognized by the Company in the
     accompanying  statement  of operations during the years ended September 30,
     2001  or  2000.


                                    Continued
                                      F-21

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


11.  STOCK  BONUS  PLAN  AND  STOCK  WARRANTS,  CONTINUED
     ----------------------------------------------------

     A  summary  of  warrant  activity  is  as  follows:

<TABLE>
<CAPTION>
                                                                  WEIGHTED
                                                                  AVERAGE
                                           NUMBER     EXERCISE    EXERCISE
                                          OF SHARES    PRICE       PRICE
                                          ---------  -----------  ---------
<S>                                       <C>        <C>          <C>
     Balance at September 30, 2000 and
       2001                                       -  $         -  $       -

     Warrants issued in connection with
       the Exchange (See Note 16)           876,081  $      0.09  $    0.09

     Warrants issued in connection with
       sales of common stock              1,000,000  $      0.07  $    0.07
                                          ---------

     Balance at September 30, 2001        1,876,081  $0.07-$0.09  $    0.08
                                          =========
</TABLE>

     All  outstanding  warrants  are  currently  exercisable.  A  summary  of
     outstanding  stock  warrants  at  September  30,  2001  follows:

<TABLE>
<CAPTION>

      NUMBER OF                       REMAINING
     COMMON STOCK                    CONTRACTUAL   EXERCISE
     EQUIVALENTS   EXPIRATION DATE   LIFE (YEARS)   PRICE
     ------------  ----------------  ------------  ---------
<S>                <C>               <C>           <C>
          876,081    August 8, 2006           4.9   $    0.09
        1,000,000  December 6, 2002           1.2   $    0.07
     ------------

        1,876,081
     ============
</TABLE>

The  Company has elected to apply the disclosure only provisions of Statement of
                                                                    ------------
Financial  Accounting  No.  123,  Accounting for Stock-Based Compensation ("SFAS
-------------------------------------------------------------------------
123")  which,  if  fully  adopted  by  the  Company, would change the method the
Company  applies  in  recognizing  the  cost  of the Plan.  Adoption of the cost
recognition  provisions  of SFAS 123 is optional and the Company has decided not
to  elect  those  provisions.  As  a  result,  the  Company  continues  to apply
Accounting  Principles  Board  Opinion  No.  25  ("APB  25")  and  related
-----------------------------------------------
interpretations in accounting for the measurement and recognition of the cost of
warrants  issued.


                                    Continued
                                      F-22

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


11.  STOCK  BONUS  PLAN  AND  STOCK  WARRANTS,  CONTINUED
     ----------------------------------------------------

     Under  SFAS  123,  compensation cost is measured at the grant date based on
     the  fair  value  of  the awards and is recognized over the service period,
     which  is  usually  the  vesting period. The fair value of warrants granted
     during  2001  and  2000  was estimated on the date of grant using the Black
     Scholes  option-pricing  model  with  the  following  assumptions  used  to
     calculate  fair  value  of  warrants  awarded in 2001 and 2000: (i) average
     dividend yield of 0.00%; (ii) expected volatility of 80.00%; (iii) expected
     life  of  one  to  six years; and (iv) estimated risk-free interest rate of
     5.00%.

     The  proforma  disclosures  as  if the Company adopted the cost recognition
     requirements  of  SFAS  123  are  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                            2001                       2000
                                --------------------------  --------------------------
                                 AS REPORTED    PROFORMA    AS REPORTED    PROFORMA
                                -------------  -----------  -------------  -----------
<S>                             <C>            <C>          <C>            <C>
     Net Loss                   $     (1,473)  $   (1,555)  $     (2,226)  $   (2,226)
                                =============  ===========  =============  ===========

     Basic and dilutive net
       loss per common share:
       Continuing operations    $      (0.03)  $    (0.03)  $      (0.06)  $    (0.06)
       Discontinued operations             -            -              -            -
                                -------------  -----------  -------------  -----------

         Net loss per common
           share                $      (0.03)  $    (0.03)  $      (0.06)  $    (0.06)
                                =============  ===========  =============  ===========
</TABLE>

12.  LEASE  OBLIGATIONS
     ------------------

     The  Company  has  entered  into  an  operating lease for office and retail
     operations.  The  lease provides for a renewal option, payment of taxes and
     utilities by the Company, and increases to rent should certain costs to the
     landlord  increase.  Rental  expense under operating leases was $88,362 and
     $100,908  for the years ended September 30, 2001 and 2000, respectively. At
     September 30, 2001, due to liquidity problems, the Company is delinquent on
     rent  at  its  former  headquarters  in  the  amount  of  $105,101.

     Minimum lease payments under operating leases with remaining lease terms of
     greater  than  one  year  are  summarized  as  follows:

       2002                                                       $   54,156
       2003                                                           54,156
       2004                                                           36,285


                                    Continued
                                      F-23

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


13.  DISCONTINUED  OPERATIONS
     ------------------------

     On  September  15,  1999,  the  Company  adopted  a  plan to dispose of all
     restaurant  operations.  The Company's restaurant operations were conducted
     through  its  wholly owned subsidiary, Redfish Management, Inc. ("RMI"). As
     part  of  the  Company's  plan,  RMI  sought  Chapter 11 federal bankruptcy
     protection  in November 1999 and began an effort to sell all assets of RMI.
     Management  completed  disposition of RMI's assets in 2000 and recognized a
     $26,353  loss  on  the  disposition.


14.  CONTINGENCIES
     -------------

     During  October  1998,  the  Company  abandoned  certain  lease  space in a
     shopping  mall in Arlington, Texas before the expiration of the lease term.
     Management  abandoned the lease because management believed that the lessor
     improperly  induced  the  Company  to  enter  the  lease  through
     misrepresentations  about  the  ability of the shopping mall to support the
     amusement  services  offered  by  the  Company. In January 1999, the lessor
     filed  a  lawsuit  against  the  Company  seeking damages of $124,727, plus
     applicable  interest and attorney's fees, for breach of lease. During 2000,
     the  case  went  to  mediation  and  the  lessor  received  a settlement of
     $135,000.  The  Company  paid $67,500 during 2000 and the remaining balance
     during  2001.

     The Company is currently a party to certain other litigation arising in the
     normal  course  of  business. Management believes that such litigation will
     not  have  a  material  impact  on  the  Company.


15.  BUSINESS  SEGMENTS
     ------------------

     During  the  fiscal  year  ended  September  30, 2001 and 2000, the Company
     operated  primarily  in three strategic business units that offer different
     products  and  services:  Military  entertainment  services, retail sale of
     sound  and  lighting  equipment  and  operation of amusement facilities and
     equipment.  Financial  information regarding the other business segments is
     as  follows:


                                    Continued
                                      F-24

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


15.  BUSINESS  SEGMENTS,  CONTINUED
     ------------------------------

<TABLE>
<CAPTION>
                                  MILITARY       RETAIL    AMUSE-
                                ENTERTAINMENT    SALES      MENT     OTHER    TOTAL
                               ---------------  --------  --------  -------  --------
                                                 (AMOUNTS IN THOUSANDS)

     YEAR ENDED SEPTEMBER 30,
     2001:
<S>                            <C>              <C>       <C>       <C>      <C>
     Revenues                  $        2,313   $   606   $   429   $    -   $ 3,348
     Income (loss) from op-
       erations                           140      (241)     (541)    (270)     (912)
     Total assets                       1,181       107       859       30     2,177
     Interest expense                      64        49       448        -       561
     Depreciation expense                 274         2       282        -       558
     Capital expenditures                 299         5        53        -       357

     YEAR ENDED SEPTEMBER 30,
       2000:

     Revenues                  $        3,327   $   769   $   722   $    -   $ 4,818
     Income (loss) from op-
       erations                          (109)     (113)     (935)    (278)   (1,435)
     Total assets                       1,060       163     3,128       28     4,379
     Interest expense                      74        18       673        -       765
     Depreciation expense                 357         5       362        7       731
     Capital expenditures                 303         7        14        -       324
</TABLE>

     The  accounting policies of the segments are the same as those described in
     the  summary  of  significant  accounting  policies.  All intersegment sale
     prices  are  market  based.  The  Company  evaluates  performance  based on
     operating  earnings  of  the  respective  business  units.


16.  SUBSEQUENT  EVENTS
     ------------------

     On December 21, 2001, the Company completed an exchange (the "Exchange") of
     approximately  10,425,000  shares  of  the Company's common stock to retire
     approximately  $834,000  of  securitized  equipment  lease obligations. The
     $0.08  conversion  price  used  in  the Exchange was $0.01 greater than the
     closing market price of the Company's common stock on the date the Exchange
     was  completed  and  the  resulting gain partially offset the extraordinary
     loss  from  extinguishment  of  debt.  The  following is condensed proforma
     financial  information  of the Company, with the balance sheet presented as
     if the transaction had been completed at September 30, 2001, and the income
     statement  presented as if the transaction had been completed at October 1,
     2000:


                                    Continued
                                      F-25

<PAGE>
                  ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


16.  SUBSEQUENT  EVENTS,  CONTINUED
     ------------------------------

     CONSOLIDATED  BALANCE  SHEET
     ----------------------------

<TABLE>
<CAPTION>
                                                                          PROFORMA
                                                AS         PROFORMA       ADJUSTED
                                            PRESENTED     ADJUSTMENTS     BALANCE
                                           ------------  -------------  ------------

          ASSETS
          ------
<S>                                        <C>           <C>            <C>
     Current assets                        $   392,979   $          -   $   392,979
     Property and equipment, net             1,740,155              -     1,740,155
     Other assets                               43,800              -        43,800
                                           ------------  -------------  ------------

       Total assets                        $ 2,176,934   $          -   $ 2,176,934
                                           ============  =============  ============


     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------

     Current liabilities                   $ 2,342,335   $ (20,000)(a)  $ 2,322,335
     Notes payable to stockholders             385,500              -       385,500
     Notes payable                              15,017              -        15,017
     Capital lease obligations                 675,599    (667,320)(a)        8,279
     Debt settlement trust obligation          876,433              -       876,433
                                           ------------  -------------  ------------

       Total liabilities                     4,294,884       (687,320)    3,607,564

     Stockholders' equity                   (2,117,950)     687,320(a)   (1,430,630)
                                           ------------  -------------  ------------

         Total liabilities and
           stockholders' equity            $ 2,176,934   $          -   $ 2,176,934
                                           ============  =============  ============
</TABLE>

     (a)  Adjustment  to  reclassify accrued interest on past due lease payments
     and  the  related  capital  lease obligation to common stock and additional
     paid-in  capital.


                                    Continued
                                      F-26

<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


16.  SUBSEQUENT  EVENTS,  CONTINUED
     ------------------------------

     CONSOLIDATED  STATEMENT  OF  OPERATIONS
     ---------------------------------------

<TABLE>
<CAPTION>
                                                                    PROFORMA
                                          AS         PROFORMA       ADJUSTED
                                      PRESENTED     ADJUSTMENTS     BALANCE
                                     ------------  -------------  ------------
<S>                                  <C>           <C>            <C>
     Revenue                         $ 3,348,390   $           -  $ 3,348,390
     Cost of sales and services        2,240,795               -    2,240,795
                                     ------------  -------------  ------------

       Gross margin                    1,107,595               -    1,107,595

     General and administrative
       expenses                        2,020,041               -    2,020,041
                                     ------------  -------------  ------------

       Loss from operations             (912,446)              -     (912,446)

     Interest expense                   (561,016)     153,998(b)     (407,018)
                                     ------------  -------------  ------------

     Loss before extraordinary loss
       on extinguishment of debt      (1,473,462)        153,998   (1,319,464)

     Extraordinary loss on extin-
       guishment of capital lease
       obligations                             -     (35,430)(c)      (35,430)
                                     ------------  -------------  ------------

     Net loss                        $(1,473,462)  $     118,568  $(1,354,894)
                                     ============  =============  ============
</TABLE>

     (b)  Adjustment  to  remove  interest  expense  on  the  securitized  lease
     obligations.

     (c)  Adjustment  to  record the loss on extinguishment of the capital lease
     obligations.  The  loss  is  the  result  of  the  acceleration of discount
     amortization.


17.  NON-CASH  FINANCING  AND  INVESTING  ACTIVITY
     ---------------------------------------------

     During  the  year ended September 30, 2001 and 2000, the Company engaged in
     the  following  non-cash  financing  and  investing  activities:

<TABLE>
<CAPTION>
                                                   2001       2000
                                                ----------  --------
<S>                                             <C>         <C>
     Issued common stock to vendors to satisfy
       accounts payable                         $   86,825  $      -
     Converted notes payable to common stock        85,000   235,218
     Satisfied liability for accrued interest
       through issuance of common stock             82,406         -
     Placed property in the Trust to satisfy
       notes payable                             1,957,949         -
</TABLE>


                                      F-27

<PAGE>