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, 2002.

( )  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,  2002 as reported on the NASDAQ Electronic Bulletin Board, was approximately
$498,827. 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, 2002 totaled $2,949,299.

As  of  December  31, 2002, Registrant had outstanding shares of Common Stock of
71,260,045.

                       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, 2002


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                               16

ITEM 3.   LEGAL PROCEEDINGS                                     17

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   17

                                    PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
            MATTERS                                             18

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                 19

ITEM 7.   FINANCIAL STATEMENTS                                  22

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
            ACCOUNTING AND FINANCIAL DISCLOSURE                 22

                                    PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS                      23

ITEM 10.  EXECUTIVE COMPENSATION                                24

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT                                      25

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       26

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


                                        2
<PAGE>


                       This Page Intentionally Left Blank



                                        3
<PAGE>
                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS

OVERVIEW

     We  are a 24-year-old entertainment products and service company focused on
serving  the  United  States  military.  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  106  entertainment  systems  within  nightclub  venues on 36 U.S.
military  bases  located  in the United States, 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 two 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.

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 and provided entertainment services to the military bases.  The
Company  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  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.


                                        4
<PAGE>
     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.

         [GRAPHIC OMITTED]                              [GRAPHIC OMITTED]

NITELIFE MILITARY ENTERTAINMENT, INC.              (AFNAF NPA#:F4199-96-D61)

     Nitelife  is  engaged  in  the  development,  management  and  operation of
approximately 106 entertainment systems within nightclub venues located on 36 U.
S.  military  bases  located in the United States, 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
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.


                                        5
<PAGE>
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 2002, we had operations in
106 venues on more than 36 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
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.


                                        6
<PAGE>
     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.


                                        7
<PAGE>
<TABLE>
<CAPTION>
Base Locations
                                       UNITED STATES BASES (26)
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
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
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
Barksdale. . . . . . . . . . . .  Air Force                2  Shreveport, LA           Feb 99
Beale. . . . . . . . . . . . . .  Air Force                3  Sacramento, CA           Jul 99
Edwards. . . . . . . . . . . . .  Air Force                4  Edwards, CA              Oct 99
Ft. McCoy. . . . . . . . . . . .  Army                     2  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
Tyndall. . . . . . . . . . . . .  Air Force                4  Panama City, FL          Oct 01
Bremerton. . . . . . . . . . . .  Navy                     3  Silverdale, WA           Jan 01
Ft. Polk . . . . . . . . . . . .  Army                     1  Ft. Polk, LA             Jul 00
Little Rock. . . . . . . . . . .  Air Force                2  Little Rock, AK          Jan 02
                                             ---------------
TOTAL NUMBER OF U.S. VENUES:                              66
                                             ===============

                                             ASIAN BASES (4)
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
Osan . . . . . . . . . . . . . .  Air Force                5  Seoul, Korea             Jul 93
                                             ---------------
TOTAL NUMBER OF ASIAN VENUES                              20
                                             ===============

                                           EUROPEAN BASES (6)
NAME OF BASE                      BRANCH     VENUES           BASE LOCATION            FIRST CONTRACT
--------------------------------  ---------  ---------------  -----------------------  --------------
Ramstein . . . . . . . . . . . .  Air Force                6  Kaiserslautern, Germany  Jul 94
Mildenhall . . . . . . . . . . .  Air Force                4  Mildenhall, UK           Dec 94
Sigonella. . . . . . . . . . . .  Naval                    2  Catania, Italy           Nov 93
Rhein Main . . . . . . . . . . .  Air Force                2  Frankfurt, Germany       May 96
Sembach. . . . . . . . . . . . .  Air Force                2  Kaiserslautern, Germany  Jul 94
Lakenheath . . . . . . . . . . .  Air Force                4  Lakenheath, UK           Oct 99
                                             ---------------
TOTAL NUMBER OF EUROPEAN VENUES                           20
                                             ===============
</TABLE>


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

     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.     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 is sent to 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 no 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
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.


                                        9
<PAGE>
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

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.

     In  June  of  2002,  we  began  actively  pursuing the sale of our Pasadena
location  and  currently,  are  in  active  conversations  with  parties for the
purchase  of  this  facility  and  business.


EMPLOYEES

     As  of  December  31, 2002, we had 20 employees, of which 10 were full time
and 10 were employed on a part time basis.  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.       2
          Performance Sound & Light, Inc.                   3
          Nitelife Military Entertainment, Inc.             5
          Hero's Family Fun Entertainment, Inc.             10


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.


                                        10
<PAGE>
                                  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.

     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:

     -    discuss our future expectations;

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

     -    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.


                                       11
<PAGE>
     Penny stocks are stocks:

          -    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:

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

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 the NASDAQ National Market System or for
listing  on  any other United States national stock exchange.  To be eligible to
be  included in the NASDAQ National Market System, 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 National Market System 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  the  NASDAQ  National Market System.  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  OUR  COMMON  STOCK  WILL RESULT IN DILUTION AND
POSSIBLE  LOSS  OF  VALUE  TO  OTHER  HOLDERS  OF  OUR  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, 2002, there were issued and outstanding the following warrants
and  options:

     -    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.

     -    warrants and options held by unaffiliated third parties to purchase an
          aggregate  of 500,000 shares of common stock with an exercise price of
          $0.045  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.


                                       12
<PAGE>
     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, 2002, our executive officers and directors (and their
respective affiliates) (collectively, the "Principal Shareholders") beneficially
own  3,140,897  shares  of  common  stock  or 4.3% 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
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 FROM FUTURE ISSUANCE OF OUR COMMON STOCK.

     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,  2002,  we estimate that 35,666,254 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.


                                       13
<PAGE>
     We  have recently experienced substantial net losses.  For the years ending
September  30, 2002 and 2001, we incurred net losses of $787,632 and $1,473,462,
respectively.  Although  we  have  implemented  a  restructuring  and turnaround
strategy  and expect to reduce or eliminate net losses in the near future, there
can  be  no assurance that management will be successful in this endeavor.  As a
result  of  going concern issues that we face, our independent auditors included
an  emphasis paragraph in their report on the Company's financial statements for
the year ended September 30, 2002 and 2001 stating that there exists substantial
doubt  about our ability to continue as a going concern.  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.


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:

          -    sell  or  transfer  assets;

          -    pay  dividends;

          -    make  certain  investments  or  acquisitions;  and

          -    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.

     In  addition,  there  are  restrictions  on the use of proceeds in our loan
agreement with Mr. Martin dated December 19, 2001.  These restrictions limit the
use  of  proceeds  to  marketing,  fulfillment  of  purchase  orders  or capital
expenditures  associated  with  the implementation of our military contracts for
Nitelife,  PS&L and Hero's operations, with a maximum of $50,000 of the proceeds
for  use  for  general  corporate  purposes  by  us.

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.


                                       14
<PAGE>
WE COMPETE AGAINST A WIDE VARIETY OF ENTERTAINMENT CHOICES.

     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.

     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.

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.

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 Chief
Executive  Officer,  President and Chief Financial Officer, Robert Carroll, Vice
President  of  Nitelife Military Entertainment, Inc. and Tim B. Hay, Director of
Sales  and  Marketing  of  Nitelife Military and Performance Sound & Light.  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,  Mr. Carroll and Mr. Hay, we cannot be
certain  that  we  will  be  able  to  retain  their services during this or any
subsequent  period.  Mr.  Woods,  Mr.  Carroll  and  Mr. Hay 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.


                                       15
<PAGE>
WE MAY NOT BE ABLE TO MANAGE OR INTEGRATE FUTURE ACQUISITIONS.

     The  acquisition  and successful integration of businesses that 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:

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

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

     -    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.

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.


                                       16
<PAGE>
ITEM 3.   LEGAL PROCEEDINGS

     1.  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.


     2  No.  2002-08825;  Entertainment  Technologies & Programs, Inc. vs. James
Douglas  Butcher,  in the District Court of Harris County, Texas; 151st Judicial
District

     On February 12, 2002, the Company filed suit against James Douglas Butcher,
former  Chairman  and  Chief  Executive  Officer  of  the Company, to recover an
unspecified  amount  of  damages  due  to  Mr.  Butcher's alleged violation of a
covenant  not  to  compete,  breach  of  fiduciary  duty, breach of contract and
conversion  relating  to  his  employment  agreement dated November 10, 1995 and
effective  as  of  May  11,  1995.  On  February  27,  2002,  Mr.  Butcher filed
counterclaims  against  the Company. The Company intends to vigorously prosecute
this  matter  to  a  conclusion,  though  the  Company  cannot  predict with any
certainty  the  eventual  outcome  of  this  litigation.

     3.  No. 773241; Vincent Schappel vs. Entertainment Technologies & Programs,
Inc.  in  County  Court  #3,  Harris  County,  Texas

     A  suit  has  been  filed  against  the  Company  by  Vincent  Schappell
("Schappell")  for  the  principal  amount  due  of  $40,000  resulting  from  a
settlement  agreement dated May 2001 between Schappell and the Company and it is
likely  that the plaintiff will prevail.  The Company has established an accrued
liability  as  of  September  30,  2002,  to  cover  the  Company's  exposure.
Subsequently,  Schappell received a final judgment and the Company has initiated
discussions  with  Mr.  Schappell  regarding  satisfying  this  judgment.

     4.  No.  2002-34587;  Candace Walls vs. Marcello Gonzales and Entertainment
Technologies  &  Programs,  Inc.,  in the 269th District Court of Harris County,
Texas

     A  suit  has  been  filed  against the Company and a former employee of the
Company  alleging  sexual  harassment.  The  suit  alleges  no specific monetary
damage  and,  in  the  opinion of management and the Company's legal counsel, is
without  merit.

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

     The  Annual  Meeting  of Stockholders (the "Annual Meeting") of the Company
was  held  at  the  Galaxy Ballroom of the Holiday Inn located at 1300 Nasa Road
One,  Houston,  Texas  77058,  on Thursday, September 26, 2002 at 10:00 AM (CST)
for  the  following  purposes:

     (1)  To elect one (1) director.
     (2)  To act upon such other business as may properly come before the Annual
          Meeting.

     Only  holders  of common stock of record at the close of business on August
26,  2002  were  entitled  to  vote  at  the  Annual  Meeting.


                                       17
<PAGE>
     Mr. Richard D. Gittin was elected as a Class I Director.


                                     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,
2002, 71,260,045 shares of our common stock are outstanding, 35,666,254 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, 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 28, 2001       .055      .05
          March 29, 2002          .028     .028
          June 28, 2002            .01      .01
          September 30, 2002      .006     .006

          December 31, 2002       .007     .007


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, 2002.  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.


                                       18
<PAGE>
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The  Company's  discussion  and  analysis  of  its  financial condition and
results  of  operations  are  based  upon its consolidated financial statements,
which  have  been  prepared  in  accordance  with  generally accepted accounting
principles  in  the United States. The preparation of these financial statements
requires  the  Company  to make estimates and judgments that affect the reported
amounts  of assets, liabilities, revenue and expenses, and related disclosure of
contingent  assets  and  liabilities. On an ongoing basis, the Company evaluates
its  estimates.  The Company bases its estimates on historical experience and on
various  other  assumptions  that  are  believed  to  be  reasonable  under  the
circumstances.  These  estimates  and  assumptions  provide  a  basis for making
judgments  about  the  carrying  values  of  assets and liabilities that are not
readily  apparent  from  other  sources.  Actual  results  may differ from these
estimates  under  different assumptions or conditions, and these differences may
be  material.

     The  Company believes the following critical accounting policies affect its
more  significant  judgments  and  estimates  used  in  the  preparation  of its
consolidated  financial  statements.

     Revenue  from  the  operation  of entertainment facilities on United States
military  bases  is recognized at the time services are performed.  Revenue from
sale  of sound, lighting, security and other equipment is recognized at the time
products  are  shipped.

YEAR ENDED SEPTEMBER 30, 2002 COMPARED TO YEAR ENDED SEPTEMBER 30, 2001

     Revenues  for the year ended September 30, 2002, increased $29,726 or 1% to
$2,949,299  from $2,919,573 for the year ended September 30, 2001.  The increase
in  revenues  is  primarily  the  result  of  increased  equipment  sales to the
military.

     Gross margin for the year ended September 30, 2002, increased $56,618 or 5%
to  $1,105,528  from  $1,048,910  for  the  year  ended September 30, 2001.  The
increase is primarily the result of installation of sound, lighting and security
equipment,  which  has a higher margin than revenues from entertainment services
and  product  sales.

     General  and  administrative expenses for the year ended September 30, 2002
decreased  $111,656  or  10%  to  $1,058,566  from $1,170,222 for the year ended
September  30,  2001.  The  decrease is primarily attributable to increased cost
controls  and  the  reduction  of  personnel.

     Interest  expense  increased  $52,466  or 9% to $613,482 for the year ended
September  30,  2002  from  $561,016 for the year ended September 30, 2001.  The
increase  is primarily due to an increase in financing costs associated with the
sale  and  installation  of  sound,  lighting  and  security  equipment.

LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the  years  ended  September  30,  2002  we  experienced  negative
financial  results  as  follows:


     Net loss                             $   (787,632)
     Negative working capital               (1,503,674)
     Negative cash flows from operations      (488,677)
     Accumulated deficit                   (10,653,499)
     Stockholders' deficit                  (1,986,784)


                                       19
<PAGE>
     In  addition  to  its  negative  financial  results,  the  Company  is also
delinquent on payments of principal and accrued interest on certain of its notes
payable.  Additionally,  at  September  30, 2002, the Company is in violation of
financial  and  non-financial  covenants included in such note payable 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  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  Notes 9 and 16). 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 8). In the third phase of the Plan, the Company settled a portion
          of its obligation under the 1997 Lease resulting in a reduction of the
          Company's  obligation  and an extraordinary gain of $432,088 (See Note
          8). In addition to the three phases, 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  2002  and  2001  the  Company  took  steps  to restructure its
          management  team  and  Board  of  Directors.

     -    In 2002, the Company discontinued its amusement operations in order to
          focus  on its segments in which the Company believes it possesses core
          competencies.

     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:

     -    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.

DISCONTINUED OPERATIONS

     In  January  2002,  the  Company  formalized its plan to offer for sale its
amusement  operations  and  assets.  Accordingly,  results  for  the  Company's
amusement  operations  have  been  segregated  and  reported  separately  as
discontinued operations.  Subsequent to September 30, 2002 the Company completed
the  disposition of a significant portion of its amusement operations and assets
when  it  reached  an  agreement with certain creditors of the Company to accept
certain of the Company's amusement assets as part of a broad agreement to settle
substantial  obligations  of  the  Company.  (See Notes 9 and 16) The Company is
actively marketing its remaining amusement assets and expects to complete a sale
in  2003.

GENERAL DISCUSSION AND PROSPECTIVE INFORMATION

     This  year  has  been a continuation of our restructuring efforts under our
new  management  and Board of Directors.  We have focused our efforts on our two
core  businesses:  NiteLife  Military  Entertainment,  Inc.  ("NiteLife")  and
Performance  Sound  &  Light,  Inc.  ("PS&L").  We  intend to further expand our
products  and  services  for  each  of these businesses in order to increase the
revenues  from  our  primary  customer, the United States Department of Defense.


                                       20
<PAGE>
     We  have  made  great  strides  in  our  organizational  and  operational
restructuring  and in rebuilding our reputation with various military bases that
had  been  our  customers in prior years.  After losing several contracts due to
poor  performance  at several military bases in the Far East in the late 1990's,
we have now been invited to submit proposals to several of these bases which, if
accepted, would significantly increase NiteLife's sales and, we believe, provide
PS&L  with  additional  product  sales opportunities.  Furthermore, we have made
significant  in-roads  in  the  provision  of  our services and product sales to
several  military  bases  in  Europe, an area long since ignored by our previous
management.

     After visits by our new management to several of our large customers in the
Far  East and at industry trade shows and conventions, we are very encouraged by
the  revitalized  image  of  our  company  with our customers, as well as in the
prospects  for  greater  sales  volume.

     Unfortunately,  our  ability to grow revenues and profitability organically
by  capitalizing  on new NiteLife contract opportunities or bids to our military
customers  has  been  hampered  by continued non-operational costs and expenses,
which  we  estimated  to  exceed  over  $400,000  this year.  Furthermore, these
extraneous  costs  and  expenses  have increased the financing costs incurred by
PS&L  and  NiteLife  in  fulfilling  purchase  orders  and  contracts from their
clients.  Such  increased  financing costs have further reduced the gross profit
margins  and profitability from product sales and services.  Consequently, these
costs  and  expenses  have placed a tremendous burden on our financial resources
and  limited our ability to bid on new business with the military.  In addition,
we  believe  that  these  non-operational  costs  and  expenses  have  severely
negatively  affected  our  stock  price,  which  in turn, affects our ability to
finance  growth.

     Despite  the  economic  impact  of the items discussed above and the burden
placed  on  management  in  dealing  with  these non-operational issues, we have
reduced  our net loss for the year ended September 30, 2002 by approximately 47%
and  34% for the comparable periods for 2001 and 2000, respectively.  Management
felt  it  was  prudent  to  mention the financial burdens currently faced by the
company  in  order to help our shareholders understand the challenges that exist
for  management  and  the  Board  of  Directors.  Management  and  the  Board of
Directors  firmly  believes  in  the immense yet-to-be realized potential of our
company  and  is  also  fully  committed  to  utilizing all of their efforts and
resources  in  fighting  for  what it believes to be in the best interest of the
shareholders.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In  July  2001,  the  Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations," which requires all business combinations initiated after June 30,
2001  be  accounted  for  using  the  purchase method. In addition, SFAS No. 141
further  clarifies  the  criteria to recognize intangible assets separately from
goodwill.  Specifically,  SFAS  No. 141 requires that an intangible asset may be
separately  recognized  only  if  such  an  asset  meets  the  contractual-legal
criterion  or the separability criterion. The implementation of SFAS No. 141 did
not  have  a material impact on the Company's results of operations or financial
position  because  the  company  has  not completed any business combinations or
rrecorded  any  significant  intangibles  since  the  release  of  SFAS No, 141.

     In  July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets," under which goodwill and intangible assets with indefinite useful lives
are  no  longer  amortized but will be reviewed for impairment annually, or more
frequently  if  certain  events  or  changes  in circumstances indicate that the
carrying value may not be recoverable. The impairment test for goodwill involves
a  two-step  process:  step  one consists of a comparison of the fair value of a
reporting  unit  with  its  carrying amount, including the goodwill allocated to
each reporting unit. If the carrying amount is in excess of the fair value, step
two  requires  the  comparison  of  the implied fair value of the reporting unit
goodwill  with the carrying amount of the reporting unit goodwill. Any excess of
the carrying value of the reporting unit goodwill over the implied fair value of
the  reporting  unit  goodwill  will  be  recorded  as  an  impairment loss. The
impairment test for intangible assets with indefinite useful lives consists of a
comparison  of  fair  value to carrying value, with any excess of carrying value
over  fair  value  being  recorded as an impairment loss. Intangible assets with
finite  useful  lives  will continue to be amortized over their useful lives and
will be reviewed for impairment in accordance with SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." The implementation of SFAS No.
142  at May 10, 2002, the inception date of the Company, did not have a material
impact  on the Company's results of operations or financial position because the
Company  has  not entered into any transactions that resulted in the recognition
of  goodwill  nor  has  recognized  any  significant  intangibles.


                                       21
<PAGE>
     In  August  2001,  the  FASB issued SFAS No. 144, which supercedes SFAS No.
121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for Long-Lived
Assets  to  Be  Disposed  Of,"  and  certain  provisions  of APB Opinion No. 30,
"Reporting  the  Results  of Operations - Reporting the Effects of Disposal of a
Segment  of  a  Business,  and Extraordinary, Unusual and Infrequently Occurring
Events  and  Transactions."  SFAS  No. 144 retains the fundamental provisions of
SFAS  No.  121 related to: (i) the recognition and measurement of the impairment
of long-lived assets to be held and used, and (ii) the measurement of long-lived
assets  to  be  disposed  by  sale. It provides more guidance on estimating cash
flows  when  performing  recoverability  tests, requires long-lived assets to be
disposed of other than by sale to be classified as held and used until disposal,
and  establishes more restrictive criteria to classify long-lived assets as held
for  sale.  In  addition,  SFAS  No. 144 supersedes the accounting and reporting
provisions  of  APB  Opinion No. 30 for the disposal of a segment of a business.
However,  it  retains  the  basic  provisions  of  APB  Opinion No. 30 to report
discontinued  operations  separately  from continuing operations and extends the
reporting  of  a  discontinued  operation  to  a  component  of  an  entity. The
implementation  of  SFAS  No.  144  at  May  10, 2002, the inception date of the
Company,  did  not have a material impact on the Company's results of operations
or  financial  position  because the Company does not currently have significant
long-lived  assets.

     In  June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
Associated  with  Exit  or  Disposal  Activities,"  which  addresses  financial
accounting  and  reporting for costs associated with exit or disposal activities
and  supersedes  Emerging  Issues Task Force ("EITF") Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (including  Certain  Costs Incurred in a Restructuring)." SFAS No. 146
requires  companies  to  recognize  costs  associated  with  exit  or  disposal
activities  when they are incurred rather than at the date of a commitment to an
exit  or disposal plan. In addition, SFAS No. 146 establishes that fair value is
the  objective  for  initial  measurement  of  the  liability.  SFAS  No. 146 is
effective for exit or disposal activities initiated after December 31, 2002, but
early  adoption  is  permitted. The Company is currently evaluating the adoption
date;  however  the impact of its adoption is not expected to have a significant
impact  on  the  Company's  financial  position  or  results  of  operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
Compensation",  which  amends  SFAS  No.  123  to provide alternative methods of
transaction  for  an entity that voluntarily changes to the fair value method of
accounting for stock based employee compensation.  It also amends the disclosure
provisions  of SFAS No. 123 to require prominent disclosure about the effects on
reported  net  income of an entity's accounting policy decisions with respect to
stock based employee compensation.  Finally, SFAS No. 148 amends APB Opinion No.
28,  "Interim  Financial  Reporting",  to require disclosure of those effects in
interim  financial statements.  SFAS No. 148 is effective for fiscal years ended
after  December  15,  2002,  but  early  adoption  is permitted.  The Company is
currently  assessing  the impact of SFAS No. 148 on its financial ststements and
disclosures.

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.


                                       22
<PAGE>
                                    PART III

ITEM 9.   DIRECTORS  AND  EXECUTIVE  OFFICERS

     On  February  2,  2002,  Mr.  James  D.  Butcher resigned from the board of
directors. On February 21, 2002, the board of directors elected to classify each
director  pursuant  to  the terms of classification as promulgated in Section 15
(b)  of  our  Amended  By-Laws.  Pursuant  to  such classification, the board of
directors  appointed  Mr.  Mark  Stutzman  and  Mr.  George C. Woods as Class II
Directors  and  Mr.  Gabriel  Albert  Martin and Mr. Kevin P. Regan as Class III
directors. At the time, one seat was vacant and the board appointed that seat to
be  a  Class I directorship. Subsequently, on May 2, 2002, the Board unanimously
approved  the  appointment  of  Mr. Richard D. Gittin to fill the vacant Class I
directorship.  On  September 25, 2002, Mr. Mark Stutzman resigned from the board
of  directors.  At  this  time,  this  class  II  directorship remains unfilled.
Furthermore, on September 26, 2002, Mr. George Woods was elected permanent Chief
Executive  Officer.

     The following table sets forth certain information concerning our executive
officers  and  directors:

<TABLE>
<CAPTION>
Name                   Age  Position
---------------------  ---  --------
<S>                    <C>  <C>
George C. Woods . . .   44  President, CEO, Chief Financial Officer and Director
Robert N. Carroll . .   46  Vice President, NiteLife Military Entertainment, Inc.
                            Director of Sales and Marketing, NiteLife Military Entertainment,
Timothy B. Hay. . . .   55  Inc. and Performance Sound & Light, Inc.
Richard D. Gittin . .   55  Director; Member of Audit Committee
Kevin P. Regan. . . .   34  Director; Member of Audit Committee
Gabriel Albert Martin   68  Director; Member of Audit Committee
</TABLE>

     GEORGE  C.  WOODS,  a Class II Director, President, Chief Executive Officer
and  Chief  Financial  Officer,  has been with the Company since June 2000.  Mr.
Woods  was  nominated  to  serve on our board of directors by Mr. Gabriel Albert
Martin as one of Mr. Martin's two nominees to our board of directors.  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.

     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.


                                       23
<PAGE>
     RICHARD  D.  GITTIN,  a  Class  I  Director,  was  elected  by the board of
directors in May 2002 to fill the vacancy created by the resignation of a former
director, James D. Butcher, in February of 2002.  Mr. Gittin currently serves as
Principal  of  Gittin  Consulting,  which  specializes  in strategy development,
strategic  outsourcing and operations development.  Lucent Technologies, Visteon
Corporation  and  the  United  States  General  Accounting  Office are among Mr.
Gittin's  clients.  Prior to Gittin Consulting, Mr. Gittin served as Director of
Information  Technology  for  Union  Carbide  Corporation,  where he developed a
global  information  technology  strategy and implemented a complete revision of
the technology infrastructure.  Prior to Union Carbide, Mr. Gittin served as the
Director  of  Information  Technology  for  the United States General Accounting
Office  in  Washington,  D.C.,  Managing  Director - Infrastructure Services for
Continental  Bank,  N.A.,  Director  of  Communications  Systems,  Motorola
Incorporated,  and  Vice  President  - Marketing, Centel Business Systems, among
other  information technology and sales and marketing positions for large public
companies.

     KEVIN  P.  REGAN, a Class III Director, was nominated to serve on our board
of directors by Mr. Gabriel Albert Martin as one of Mr. Martin's two nominees to
our  board  of  directors.  Mr.  Regan  is  a  co-founder and managing member of
Genesis  Financial  Group, L.L.C., a consultant to us since August of 2000.  Mr.
Regan  has  extensive  background in analyzing and structuring corporate finance
and  merger  and  acquisition  transactions  for both public and private company
clients.  His  industry experience includes Internet infrastructure (fiber optic
and  wireless),  application  service  provider,  gaming,  new  media,
telecommunications, third-party verification services, software development, and
personnel  staffing/temporary  labor,  among  many  others.  In  addition to his
varied  industry  experience,  Mr.  Regan  has  significant  experience  in  the
preparation  of  public  and  private offering documentation, as well a standard
non-offering  related  public  filings.  Mr.  Regan  has  also worked on several
merger  and  acquisition  transactions  for client companies ranging from single
"one-off"  transactions  to  consolidations  for both public and private company
clients.  During his career, Mr. Regan has participated in the consolidations of
paging  companies, traditional and new media companies, and gaming operations in
the  secondary  and  tertiary  gaming  markets.  Mr.  Regan's  corporate finance
experience  includes both public and private issuance of preferred stock, common
stock,  and senior and mezzanine debt securities.  Mr. Regan serves on the board
of  directors  of  Powers  Industrial  Group,  Inc.  and  is  a  graduate of the
University  of  Houston,  where  he  earned  a  B.S.  in  Economics.

     GABRIEL  ALBERT  MARTIN,  a  Class III director, 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 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.  EXECUTIV  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,  2002.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                  ANNUAL COMPENSATION
                                -----------------------
                                                         OTHER ANNUAL
NAME AND PRINCIPAL POSITION     YEAR  SALARY   BONUS(1)  COMPENSATION
------------------------------  ----  -------  --------  ------------
<S>                             <C>   <C>      <C>       <C>
George C. Woods, President and
Chief Financial Officer. . . .  2002  102,000   700,000      None.
</TABLE>

---------------
(1)  Mr.  Woods  received  700,000  shares for a signing bonus in his employment
     agreement, signed February 28, 2001 and is due an additional 700,000 shares
     of  common  stock  in  fiscal year 2002 and 2003 pursuant to his employment
     agreement.


                                       24
<PAGE>
STOCK INCENTIVE PLANS

     Employee  Stock  Bonus  Plan.  On  March  15,  2001,  our  board adopted an
     ----------------------------
Employee 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.  While in effect, 1,025,000 shares were issued under this
Stock  Bonus  Plan.  This  stock  bonus  plan  terminated  on  March  14,  2002.

     2002  Directors,  Officers,  Employees  and Consultants Stock Option, Stock
     ---------------------------------------------------------------------------
Warrant  and  Stock  Award Plan.   On September 26, 2002, our board of directors
--------------------------------
adopted  the  2002  Directors, Officers, Employees and Consultants Stock Option,
Stock  Warrant  and  Stock  Award  Plan (the "Plan").  The Plan provides for the
issuance  of  stock  options  stock  warrants  or  other  forms  of  stock-based
incentives  as  authorized  by  the  Plan  to  any company employee, consultant,
officer or director.  The Plan authorizes up to an aggregate of 7,000,000 shares
of  common stock for issuance.  The Plan is currently administered by the board.

EMPLOYMENT  AGREEMENTS

     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).

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, 2002, 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.

                                               NUMBER OF
                                                SHARES
                                             BENEFICIALLY  PERCENTAGE
     NAME OF BENEFICIAL OWNER                   OWNED         OWNED
     --------------------------------------  ------------  -----------

     George C. Woods. . . . . . . . . . . .     1,500,000         2.1%

     Kevin P. Regan (1) . . . . . . . . . .       483,754         0.6%

     Richard D. Gittin. . . . . . . . . . .       350,000         0.5%

     Gabriel Albert Martin (2). . . . . . .       807,143         1.1%
                                             ------------  -----------
     All Officers and Directors as a group.     3,140,897         4.3%
     -----------------------------------------------------------------


                                       25
<PAGE>
---------------
(1)  Includes  warrants  to  purchase  438,040  shares  of our common stock. The
     warrant  grants the holder the right to acquire our common stock at a price
     of  $0.01  per  share.  The  warrant  expires  August  8,  2006.

(2)  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 $0.01 per share. The warrant expires in December 6,
     2003.


ITEM 12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     As  of September 30, 2002, 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
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.

    On  November  8,  2001,  we  entered  into a second loan agreement with Mr.
Martin,  as  trustee, in the amount of $70,000.  This loan has a term of 90 days
with  interest  payable  in cash at the rate of 12% per year.  At the end of the
90-day  term, the entire principal and accrued interest will be due and payable.
This  loan is included under the security and stock pledge agreements previously
entered  into  in conjunction with Mr. Martin's $200,000 loan dated September 5,
2001.  On February 8, 2002, Mr. Martin, as trustee, agreed to extend the term of
this  loan  for  an  additional  30  days, with the option for additional 30-day
extensions  and  his  discretion.

     On  December  19,  2001,  we  entered  into a third loan agreement with Mr.
Martin,  in  the  amount  of  $250,000.  This  loan has a term of 18 months with
interest  payable quarterly in cash at the rate of 16% per year.  The principal,
also  payable  quarterly,  is amortized over 48 months with a balloon payment in
the  amount of $156,250 due and payable upon maturity of the loan.  This loan is
also  included under the security and stock pledge agreements previously entered
into  in conjunction with Mr. Martin's $200,000 loan.  In consideration for this
loan,  Mr.  Martin  received  the right to nominate one additional member to our
board  of  directors.  Additionally,  the  loan  agreement  contains  certain
provisions  regarding  the acceleration of repayment of this loan including, but
not limited to, changes in executive management, the board of directors, and the
receipt of cash proceeds from debt or equity financing in an amount greater than
$1,000,000.  With this loan, Mr. Martin now has the right to nominate 3 out of 5
members  in  total  to  our  board  of  directors.

     In  April  2001, Jack D. Nolan, formerly a member of our board of directors
and  our General Counsel, made a loan to us in the amount of $20,000.  We repaid
this  loan  was  in  whole  on  December  26,  2001.


ITEM 13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  Financial Statements                                                F-1

     Report of Independent Accountants                                   F-3

     Consolidated Financial Statements:

     Consolidated Balance Sheet as of September 30, 2002                 F-4


                                       26
<PAGE>
     Consolidated Statements of Operations for the years ended
             September 30, 2002 and 2001                                 F-5

     Consolidated Statements of Cash Flows for the years ended
             September 30, 2002 and 2001                                 F-6

     Consolidated Statements of Stockholders' Deficit for the
             years ended September 30, 2002 and 2001                     F-7

     Notes to Consolidated Financial Statements                          F-9

(B)  Exhibits

     None


                                       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 Executive Officer


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

<TABLE>
<CAPTION>
SIGNATURE                                CAPACITY                      DATE
-------------------------  ------------------------------------  ----------------
<S>                        <C>                                   <C>

/s/ George C. Woods        President, Chief Executive Officer,   January 14, 2003
-------------------------  Chief Financial Officer and Director
George C. Woods

/s/Richard D. Gittin       Director                              January 14, 2003
-------------------------
Richard D. Gittin

/s/ Gabriel Albert Martin  Director                              January 14, 2003
-------------------------
Gabriel Albert Martin

/s/Kevin P. Regan          Director                              January 14, 2003
-------------------------
Kevin P. Regan
</TABLE>


<PAGE>
I, George C. Woods, certify that:

1.   I  have  reviewed  this  annual  report  on  Form  10-KSB  of Entertainment
     Technologies  &  Programs,  Inc.;

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

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

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

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

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

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

5.   I  have disclosed, based on our most recent evaluation, to the registrant's
     auditors  and  the  audit  committee  of  registrant's  board of directors:

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

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

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



Date:  January 13, 2003                            /S/ GEORGE C. WOODS
                                              ------------------------------
                                                      George C. Woods
                                                   President and Chief
                                                    Executive Officer


<PAGE>
I,  George  C.  Woods,  certify  that:

1.   I  have  reviewed  this  annual  report  on  Form  10-KSB  of Entertainment
     Technologies  &  Programs,  Inc.;

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

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

4.   I  am  responsible for establishing and maintaining disclosure controls and
     procedures  (as  defined  in  Exchange Act Rules 13a-14 and 15d-14) for the
     registrant  and  we  have:

     a)   Designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiary,  is  made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

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

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

5.   I  have disclosed, based on our most recent evaluation, to the registrant's
     auditors  and  the  audit  committee  of  registrant's  board of directors:

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

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

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



                                                   /S/ GEORGE C. WOODS
                                              ------------------------------
                                                      George C. Woods
Date:  January 13, 2003                           Chief Financial Officer


<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                                   __________



                        CONSOLIDATED FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                 for the years ended September 30, 2002 and 2001




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


                                                                         PAGE(S)
                                                                         -------
Report of Independent Accountants                                          F-3

Consolidated Financial Statements:

  Consolidated Balance Sheet as of September 30,
    2002                                                                   F-4

  Consolidated Statements of Operations for the
    years ended September 30, 2002 and 2001                                F-5

  Consolidated Statements of Cash Flows for the
    years ended September 30, 2002 and 2001                                F-6

  Consolidated Statements of Stockholders' Deficit
    for the years ended September 30, 2002 and 2001                        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 sheet of Entertainment
Technologies & Programs, Inc. and its subsidiaries (collectively, the "Company")
as of September 30, 2002, and the related consolidated statements of operations,
stockholders'  deficit  and  cash  flows for each of the two years in the period
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 auditing standards generally accepted
in  the  United  States  of  America.  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, 2002, and the results of
their  operations  and  their cash flows for each of the two years in the period
then  ended  in  conformity with accounting principles generally accepted in the
United  States  of  America.

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,  2002 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 Notes 2 and 16. 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 20, 2002


                                       F-3
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2002
                                   __________

     ASSETS
     ------

Current assets:
  Cash and cash equivalents                            $     34,558
  Accounts receivable, net                                  465,777
  Inventory                                                 114,758
  Prepaid expenses                                           32,913
                                                       -------------

    Total current assets                                    648,006

Property and equipment, net                                 709,800
Assets held for sale                                      2,858,816
Other assets                                                 36,428
                                                       -------------

      Total assets                                     $  4,253,050
                                                       =============

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

Current liabilities:
  Current portion of notes payable to stockholders     $    532,625
  Current portion of notes payable and long-term debt     1,022,800
  Current portion of capital lease obligations               55,418
  Accounts payable and accrued liabilities                  540,837
                                                       -------------

    Total current liabilities                             2,151,680

Notes payable to stockholders                               283,500
Notes payable and long-term debt                            272,364
Capital lease obligation                                     87,447
Debt settlement trust obligation                          3,444,843
                                                       -------------

      Total liabilities                                   6,239,834
                                                       -------------

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 200,000,000 shares
    authorized, 71,660,045 shares issued and
    71,260,045 shares outstanding                            71,660
  Additional paid-in capital                              8,745,055
  Accumulated deficit                                   (10,653,499)
  Treasury stock, 400,000 shares at cost                   (150,000)
                                                       -------------

      Total stockholders' deficit                        (1,986,784)
                                                       -------------

        Total liabilities and stockholders' deficit    $  4,253,050
                                                       =============


          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, 2002 AND 2001
                                    __________


                                                           2002         2001
                                                       ------------  ------------
<S>                                                    <C>           <C>
Revenue:
  Entertainment services                               $ 2,200,586   $ 2,313,856
  Equipment sales                                          748,713       605,717
                                                       ------------  ------------

    Total revenue                                        2,949,299     2,919,573
                                                       ------------  ------------

Cost of sales and services:
  Entertainment services                                 1,358,276     1,468,005
  Equipment sales                                          485,495       402,658
                                                       ------------  ------------

    Total cost of sales and services                     1,843,771     1,870,663
                                                       ------------  ------------

Gross margin                                             1,105,528     1,048,910

General and administrative expenses                      1,058,566     1,170,222

Depreciation and amortization                              252,178       267,593
                                                       ------------  ------------

  Loss from operations                                    (205,216)     (388,905)

Other expenses:
  Interest expense, including interest expense on the
    debt settlement trust obligation of $260,000 and
    $243,813 for the years ended September 30, 2002
    and 2001, respectively                                 613,482       561,016
  Loss on securities transferred to debt settlement
    trust                                                  136,000             -
  Severance pay to former employee and related costs        97,336             -
                                                       ------------  ------------

    Total other expenses                                   846,818       561,016
                                                       ------------  ------------

Loss from continuing operations                         (1,052,034)     (949,921)

Loss from operation of discontinued
    amusement segment                                     (133,666)     (523,541)
                                                       ------------  ------------

Net loss before extraordinary item                      (1,185,700)   (1,473,462)

Extraordinary gain on extinguishment of debt               398,068             -
                                                       ------------  ------------

Net loss                                               $  (787,632)  $(1,473,462)
                                                       ============  ============

Basic and diluted net loss per common share:
  Continuing operations                                $     (0.01)  $     (0.02)
  Discontinued operations                                     0.00         (0.01)
  Extraordinary item                                          0.00          0.00
                                                       ------------  ------------

    Net loss                                           $     (0.01)  $     (0.03)
                                                       ============  ============

Weighted average shares outstanding                     68,414,289    47,755,506
                                                       ============  ============
</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, 2002 AND 2001
                                       __________

                                                                   2002         2001
                                                                ----------  ------------
<S>                                                             <C>         <C>
Cash flows from operating activities:
  Net loss                                                      $(787,632)  $(1,473,462)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
    Loss on operation of discontinued amusement
      segment                                                     133,666       523,541
    Loss on securities transferred to debt settlement
      trust                                                       136,000             -
    Depreciation and amortization                                 252,178       267,593
    Provision for doubtful accounts                                     -        10,000
    Extraordinary item-gain on extinguishment of debt            (398,068)            -
    Common stock issued for services                                5,088       456,542
    Common stock issued for interest expense                        9,975             -
    Common stock issued for employee compensation                  15,544       188,732
    Changes in operating assets and liabilities:
      Accounts receivable                                        (199,443)       24,019
      Inventory                                                   (75,418)       53,389
      Prepaid assets                                               24,104        (2,807)
      Other assets                                                  7,372       (15,709)
      Accounts payable and accrued liabilities, including
        trust obligation                                          561,091      (235,167)
                                                                ----------  ------------

        Net cash used in continuing operations                   (315,543)      (92,552)
        Net cash used in discontinued operations                  (23,666)     (233,267)
                                                                ----------  ------------

          Net cash used in operating activities                  (339,209)     (325,819)
                                                                ----------  ------------

Cash flows from investing activities:
  Capital expenditures                                           (125,284)     (357,217)
                                                                ----------  ------------

        Net cash used in continuing operations                   (102,463)     (340,609)
        Net cash used in discontinued operations                  (22,821)      (16,608)
                                                                ----------  ------------

          Net cash used in investing activities                  (125,284)     (357,217)
                                                                ----------  ------------

Cash flows from financing activities:
  Proceeds from notes payable and sale/leaseback transactions     649,645       634,798
  Proceeds from sale of common stock                               88,001       300,600
  Proceeds from sale of treasury stock                                  -        15,000
  Payments on notes payable and capital lease obligations        (268,883)     (196,678)
  Purchase of treasury stock                                            -       (50,000)
                                                                ----------  ------------

          Net cash provided by financing activities               468,763       703,720
                                                                ----------  ------------

Increase in cash and cash equivalents                               4,270        20,684

Cash and cash equivalents, beginning of year                       30,288         9,604
                                                                ----------  ------------

Cash and cash equivalents, end of year                          $  34,558   $    30,288
                                                                ==========  ============
</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, 2002 AND 2001
                                                      __________

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

Unissued common stock                        -        -           -   155,200            -           -       155,200

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-7
<PAGE>
<TABLE>
<CAPTION>
                                      ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                    FOR THE YEARS ENDED SEPTEMBER 30, 2002 AND 2001
                                                       __________

                                                        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, 2001      54,333,455   54,333   7,688,384    155,200    ( 9,865,867)   (150,000)   (2,117,950)

Common stock issued for services      101,750      102       4,986          -              -           -         5,088

Common stock issued for employee
  compensation                        532,500      533      15,011          -              -           -        15,544

Common stock issued for interest      270,000      270       9,705          -              -           -         9,975

Common stock issued for cash        2,547,778    2,548      85,453          -              -           -        88,001

Common stock issued for prepaid
  assets                              171,429      171       8,400          -              -           -         8,571

Capital lease obligations conver-
  ted to common stock              10,423,133   10,423     719,196          -              -           -       729,619

Common stock issued for rent ob-
  ligation                            150,000      150      11,850          -              -           -        12,000

Issuance of unissued stock          2,130,000    2,130     153,070   (155,200)             -           -             -

Common stock issued for trust
  liability                         1,000,000    1,000      49,000          -              -           -        50,000

Net loss                                    -        -           -          -       (787,632)          -      (787,632)
                                   ----------  -------  ----------  ----------  -------------  ----------  ------------

Balance at September 30, 2002      71,660,045  $71,660  $8,745,055  $       -   $(10,653,499)  $(150,000)  $(1,986,784)
                                   ==========  =======  ==========  ==========  =============  ==========  ============
</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 two 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.

     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 accounting
     principles  generally  accepted  in  the  United States of America requires
     management  to  make estimates and assumptions that affect reported amounts
     and  related  disclosures.  Actual  results  could  differ  from estimates.

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

     Revenue from operation of nightclubs and entertainment facilities on United
     States  military  bases  is  recognized at the time services are performed.
     Revenue  from  sale of sound, lighting and other equipment is recognized at
     the  time  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 93% of total
     sales  reported  in  the  accompanying  statements  of  operations.

     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.


                                    Continued
                                       F-9
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     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

     Additions  or improvements that extend the life or increase the value of an
     asset  are capitalized. Expenditures for normal repairs and maintenance are
     expensed  as incurred. Disposals are removed from the accounts at cost less
     accumulated depreciation and any gain or loss from disposition is reflected
     in  operations.

     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. A
     valuation allowance, if necessary, is provided against deferred tax assets,
     based  upon  management's  assessment  as  to  their  realization.

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

     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation"  established
     financial  accounting  and  reporting  standards  for  stock-based employee
     compensation  plans. It defined a fair value based method of accounting for
     an  employee  stock  option or similar equity instrument and encouraged all
     entities to adopt that method of accounting for all of their employee stock
     compensation  plans  and  include  the  cost  in  the  income  statement as
     compensation  expense.  However,  it  also  allows an entity to continue to
     measure  compensation  cost for those plans using the intrinsic value based
     method  of  accounting  prescribed  by  Accounting Principles Board ("APB")
     Opinion  No.  25,  "Accounting  for Stock Issued to Employees". The Company
     accounts  for  compensation  cost associated with any stock option plans in
     accordance  with  APB  Opinion  No.  25.


                                    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  facts  and  circumstances  indicate 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 to the asset's carrying
     amount to determine if a write-down to market value or discounted cash flow
     is required. Based upon a recent evaluation by management, no write-down of
     the  Company's  long-lived  assets  was  deemed  necessary.

     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  reports  segment information in accordance with SFAS No. 131,
     "Disclosures  about  Segments  of  an  Enterprise and Related Information".
     Under  SFAS No. 131, 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 the financial statements at September 30, 2001 have been
     reclassified  to  conform  to  the  current  period  presentation.
     Reclassifications  in  the  statement  of  operations  relates  to  the
     presentation  of  the  Company's  amusement  operations  as  discontinued
     operations.


                                    Continued
                                      F-11
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     RECENT  ACCOUNTING  PRONOUNCEMENTS
     ----------------------------------

     In  July  2001,  the  Financial  Accounting Standards Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards ("SFAS") No. 141, "Business
     Combinations,"  which  requires  all  business combinations initiated after
     June 30, 2001 be accounted for using the purchase method. In addition, SFAS
     No.  141  further  clarifies  the  criteria  to recognize intangible assets
     separately  from  goodwill.  Specifically,  SFAS  No.  141 requires that an
     intangible  asset  may be separately recognized only if such an asset meets
     the  contractual-legal  criterion  or  the  separability  criterion.  The
     implementation  of  SFAS  No.  141  did  not  have a material impact on the
     Company's  results  of operations or financial position because the Company
     has  not  completed  any  business combinations or recorded any significant
     intangibles  since  the  release  of  SFAS  No,  141.

     In  July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
     Assets,"  under which goodwill and intangible assets with indefinite useful
     lives are no longer amortized but will be reviewed for impairment annually,
     or  more  frequently if certain events or changes in circumstances indicate
     that  the  carrying  value  may not be recoverable. The impairment test for
     goodwill  involves a two-step process: step one consists of a comparison of
     the  fair value of a reporting unit with its carrying amount, including the
     goodwill  allocated  to  each  reporting unit. If the carrying amount is in
     excess  of  the fair value, step two requires the comparison of the implied
     fair  value  of the reporting unit goodwill with the carrying amount of the
     reporting  unit goodwill. Any excess of the carrying value of the reporting
     unit  goodwill  over  the implied fair value of the reporting unit goodwill
     will  be recorded as an impairment loss. The impairment test for intangible
     assets  with indefinite useful lives consists of a comparison of fair value
     to  carrying value, with any excess of carrying value over fair value being
     recorded  as an impairment loss. Intangible assets with finite useful lives
     will  continue to be amortized over their useful lives and will be reviewed
     for  impairment  in  accordance  with  SFAS  No.  144,  "Accounting for the
     Impairment  or  Disposal  of Long-Lived Assets." The implementation of SFAS
     No.  142  did  not  have  a  material  impact  on  the Company's results of
     operations  or  financial position because the Company has not entered into
     any  transactions  that  resulted  in  the  recognition of goodwill nor has
     recognized  any  significant  intangibles.


                                    Continued
                                      F-12
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED
     -------------------------------------------

     In  August  2001,  the  FASB issued SFAS No. 144, which supercedes SFAS No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets  to  Be  Disposed Of," and certain provisions of APB Opinion No. 30,
     "Reporting the Results of Operations - Reporting the Effects of Disposal of
     a  Segment  of  a  Business,  and  Extraordinary,  Unusual and Infrequently
     Occurring  Events  and  Transactions." SFAS No. 144 retains the fundamental
     provisions  of SFAS No. 121 related to: (i) the recognition and measurement
     of  the  impairment  of long-lived assets to be held and used, and (ii) the
     measurement  of  long-lived assets to be disposed by sale. It provides more
     guidance  on  estimating  cash  flows when performing recoverability tests,
     requires  long-lived  assets  to  be  disposed  of other than by sale to be
     classified  as  held  and  used  until  disposal,  and  establishes  more
     restrictive  criteria  to  classify  long-lived assets as held for sale. In
     addition,  SFAS  No. 144 supersedes the accounting and reporting provisions
     of APB Opinion No. 30 for the disposal of a segment of a business. However,
     it  retains  the  basic  provisions  of  APB  Opinion  No.  30  to  report
     discontinued  operations  separately from continuing operations and extends
     the  reporting of a discontinued operation to a component of an entity. The
     implementation  of  SFAS  No.  144  did  not  have a material impact on the
     Company's  results  of operations or financial position because the Company
     does  not  currently  have  significant  long-lived  assets.

     In  June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
     Associated  with  Exit  or  Disposal Activities," which addresses financial
     accounting  and  reporting  for  costs  associated  with  exit  or disposal
     activities  and  supersedes  Emerging  Issues Task Force ("EITF") Issue No.
     94-3,  "Liability Recognition for Certain Employee Termination Benefits and
     Other  Costs  to  Exit  an  Activity (including Certain Costs Incurred in a
     Restructuring)."  SFAS  No.  146  requires  companies  to  recognize  costs
     associated  with  exit or disposal activities when they are incurred rather
     than  at the date of a commitment to an exit or disposal plan. In addition,
     SFAS  No.  146  establishes  that  fair  value is the objective for initial
     measurement  of  the  liability.  SFAS  No.  146  is  effective for exit or
     disposal  activities  initiated after December 31, 2002, but early adoption
     is  permitted.  The  Company  is  currently  evaluating  the adoption date;
     however  the  impact  of its adoption is not expected to have a significant
     impact  on  the  Company's  financial  position  or  results of operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
     Compensation",  which amends SFAS No. 123 to provide alternative methods of
     transaction for an entity that voluntarily changes to the fair value method
     of  accounting  for  stock  based employee compensation. It also amends the
     disclosure provisions of SFAS No. 123 to require prominent disclosure about
     the  effects  on  reported  net  income  of  an  entity's accounting policy
     decisions  with respect to stock based employee compensation. Finally, SFAS
     No.  148  amends  APB  Opinion  No.  28,  "Interim Financial Reporting", to
     require  disclosure  of those effects in interim financial statements. SFAS
     No.  148  is  effective for fiscal years ended after December 15, 2002, but
     early  adoption is permitted. The Company is currently assessing the impact
     of  SFAS  No.  148  on  its  financial  statements  and  disclosures.


                                    Continued
                                      F-13
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     At  September  30,  2002  the  Company  had  a  working  capital deficit of
     $(1,503,674)  and a stockholders' deficit of $(1,986,784). During the years
     ended  September  30,  2002 and 2001, the Company experienced net losses of
     $(787,632)  and  $(1,473,462),  respectively,  and negative cash flows from
     operations  of  $(339,209)  and  $(357,217),  respectively.

     At  September  30, 2002, in addition to its negative financial results, the
     Company  is  delinquent  on  payments  of principal and accrued interest on
     certain  of  its  notes  payable  and  is  in  violation  of  financial and
     non-financial  covenants  included  in  such note payable 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  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 Notes 10 and 16). 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 8). In the third phase of the Plan, the Company settled a portion
          of its obligation under the 1997 Lease resulting in a reduction of the
          Company's  obligation  and an extraordinary gain of $432,088 (See Note
          8). In addition to the three phases, 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  2002  and  2001  the  Company  took  steps  to restructure its
          management  team  and  Board  of  Directors.

     -    In 2002, the Company discontinued its amusement operations in order to
          focus  on its segments in which the Company believes it possesses core
          competencies.

     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:

     -    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.


                                    Continued
                                      F-14
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


3.   DISCONTINUED  AMUSEMENT  OPERATIONS
     -----------------------------------

     In  January  2002,  the  Company  formalized its plan to offer for sale its
     amusement  operations  and  assets.  Accordingly, results for the Company's
     amusement  operations  have  been  segregated  and  reported  separately as
     discontinued  operations.  Subsequent  to  September  30,  2002 the Company
     completed  the  disposition  of  a  significant  portion  of  its amusement
     operations  and  assets when it reached an agreement with certain creditors
     of  the Company to accept certain of the Company's amusement assets as part
     of  a broad agreement to settle substantial obligations of the Company (See
     Notes 10 and 16). The Company is actively marketing its remaining amusement
     assets  and  expects  to  complete  a  sale  in  2003.

     Operating results of discontinued amusement operations are as follows:

                                    2002        2001
                                  ---------  ----------

     Revenues                    $ 456,266   $ 428,817

     Loss from operations        $(133,666)  $(523,541)

     Net loss                    $(133,666)  $(523,541)

     The  assets of the Company's discontinued amusement operations consist of a
     waterpark,  a  raceway,  a  game  and  amusement facility and various other
     fixtures  and  game  equipment  with  a  carrying  value  $2,858,816.

4.   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, 2002 are stated net of an allowance
     for  doubtful  accounts  of  $10,000.


                                    Continued
                                      F-15
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

5.   PROPERTY AND EQUIPMENT
     ----------------------

     Property and equipment consisted of the following at September 30, 2002:

       Land, buildings and improvements    $     4,777
       Club equipment                        2,889,838
       Furniture and equipment                 159,235
       Vehicles                                 21,951
                                           ------------

                                              3,075,801
       Less: accumulated depreciation and
         amortization                       (2,366,001)
                                           ------------

         Property and equipment, net       $   709,800
                                           ============

     Depreciation expense presented in continuing operations for the years ended
     September  30,  2002  and  2001  is  $252,178  and  $267,593, respectively.
     Depreciation  expense  included  in  discontinued  operations for the years
     ended  September  30,  2002 and 2001 is $60,000 and $290,274, respectively.

6.   NOTES PAYABLE TO STOCKHOLDERS
     -----------------------------

     Notes  payable  to  stockholders  consist of the following at September 30,
     2002:

     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 interest 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.                    208,500

     Promissory note payable to a stockholder bearing
       interest at 12% per year and due in full in
       February 2003.  This note is collateralized by
       certain property and equipment of the Company.                    70,000

     Promissory note payable to a stockholder bearing
       interest at 16% per year and due in five quar-
       terly payments of $15,625 with the balance of
       principal and interest due in June 2003.  This
       note is collateralized by certain property and
       equipment of the Company.                                        218,750

     Promissory note payable to a stockholder bearing
       interest rates that vary based on the date of
       repayment. Principal and interest due in October
       2002, but  may  be  extended.  This  note  is
       collateralized by certain property and equipment
       of the Company.                                                   43,875


                                    Continued
                                      F-16
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

6.   NOTES PAYABLE TO STOCKHOLDERS, CONTINUED
     ----------------------------------------

     Promissory note payable to a stockholder bearing
       interest of 20% per year and due in monthly
       payments of $1,259 with the remaining balance
       of principal and interest due in April 2006.
       This note is uncollateralized.                                   75,000
                                                                      ---------

                                                                       816,125

         Less current portion                                         (532,625)
                                                                      ---------
                                                                      $283,500
                                                                      =========

     Following  is  an  analysis of future annual maturities of notes payable to
     stockholders:

     YEAR ENDING
     SEPTEMBER 30,
     -------------

         2003                             $532,625
         2004                                    -
         2005                                    -
         2006                              283,500
                                          --------

                                          $816,125
                                          ========

7.   NOTES PAYABLE AND LONG-TERM DEBT
     --------------------------------

     Notes  payable and long term debt consist of the following at September 30,
     2002:

     Note payable to a bank (the "SBA Loan"), bearing
       interest of 7.5% per year and due in monthly
       payments of $4,915, 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.                             $476,305

     Notes payable to individuals, bearing interest at
       various rates up to 12.5% per year, with matur-
       ities in 2002. These notes are not collateralized.                 9,706

     Notes payable to factoring companies, bearing int-
       erest at graduated rates based upon the collec-
       tion period for factored receivables.                            374,371

     Note payable to a bank, bearing interest of 9.5%
       per year and due on demand.  This note is not
       collateralized.                                                   38,750


                                    Continued
                                      F-17
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


7.   NOTES PAYABLE AND LONG-TERM DEBT, CONTINUED
     -------------------------------------------

     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.                                                       16,032

     Note payable due in 45 equal monthly installments
       of $10,000.                                                     380,000
                                                                    -----------

                                                                     1,295,164

       Less current portion                                         (1,022,800)
                                                                    -----------

                                                                    $  272,364
                                                                    ===========

     The SBA Loan, contains various financial and non-financial covenants, which
     require the Company, among other things, to maintain certain levels of cash
     flow, 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.

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

                                          SBA LOAN
        YEAR ENDING      CONTRACTUAL    RECLASSIFIED
        SEPTEMBER 30,    MATURITIES      TO CURRENT    AS PRESENTED
     ------------------  ------------  --------------  -------------
             2003        $    573,649  $     449,151   $   1,022,800
             2004             150,867        (26,178)        124,689
             2005             153,491        (28,210)        125,281
             2006              52,794        (30,400)         22,394
             2007              32,761        (32,761)              -
          Thereafter          331,602       (331,602)              -
                         ------------  --------------  -------------

                         $  1,295,164  $           -   $   1,295,164
                         ============  ==============  =============


                                    Continued
                                      F-18
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


8.   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 had a balance of $675,599 at September 30, 2001 and the entire
     balance  was  non-current.  (The  lease  obligations  related  to  the
     Sale/Leaseback  Transactions  bore  interest  at  an  effective  rate  of
     approximately  23.5%  per  year.)

     In  December  2001,  after  incurring  additional  liabilities  under
     Sales/Leaseback  Transactions,  the  Company  completed  an  exchange  (the
     "Exchange")  of  10,423,133  shares of the Company's common stock to retire
     $834,000  of  the equipment lease obligations with substantially all of the
     lessors  that  were  parties  to the Sale/Leaseback Transactions. 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  net  effect  of  the  Exchange was a $34,020 loss on extinguishment of
     capital  lease  obligations. The net loss was the combination of a $138,251
     loss from acceleration of discount amortization and a $104,231 gain for the
     difference  between  the conversion price used and the fair market value of
     the  Company's  stock  on  the  day  the  Exchange  was  completed.

     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. As of February 18, 2002, the Company was
     approximately  $882,088  past  due  on  required  payments  under the lease
     obligation.  Such  past  due  payments included accrued interest expense of
     $256,783,  accrued  sales  tax expense of $56,875 and principal payments of
     $568,430.  Effective February 18, 2002, the Company settled all outstanding
     liabilities  owed  under the 1997 Lease for a note payable in the amount of
     $450,000  due  in  forty-five  equal  monthly  installments. The settlement
     resulted  in  an extraordinary gain of $432,088. Should the Company fail to
     make  any  of  the  scheduled  payments under the settlement agreement, the
     Company  will  be  considered in default. Should a default occur and remain
     uncured  for  sixteen days after the Company receives notice, the liability
     will  escalate  to the agreed judgment in case of default of $992,000, less
     settlement  payments  previously  made.

     Capital lease obligations consist of the following at September 30, 2002:


     Obligation  to  a  leasing  company,  due  in  60
       monthly  payments  of  $1,112  and  collateralized
       by  certain  equipment.                                   $   27,735


                                    Continued
                                      F-19
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


8.   CAPITAL  LEASE  OBLIGATIONS,  CONTINUED
     ---------------------------------------

     Obligation to a financing company under a capital
       lease agreement bearing interest of 16.4% and due
       in 36 monthly payments of $1,454 and collateralized
       by certain equipment.                                        42,173

     Obligation to a financing company under a capital
       lease agreement bearing interest of 10.9% and due
       in 36 monthly payments of $510 and collateralized
       by certain equipment.                                        15,233

     Obligation to a leasing company, bearing interest
       of 11.75% and due in 30 monthly payments of $2,830
       and collateralized by certain equipment.                     57,724
                                                                  ---------

                                                                   142,865

     Less current portion                                          (55,418)
                                                                  ---------

                                                                  $ 87,447
                                                                  =========

     Minimum  lease payments due under capital leases with remaining lease terms
     of  greater  than one year and expiration dates subsequent to September 30,
     2002  are  summarized  as  follows:

         YEAR ENDING
        SEPTEMBER 30,
        -------------

            2003                                 $ 70,872
            2004                                   70,872
            2005                                   21,197
                                                 --------

        Total minimum lease payments              162,941

        Less amount representing interest          20,076
                                                 --------

        Present value of minimum lease payments  $142,865
                                                 ========

     Included in property and equipment in the accompanying consolidated balance
     sheet  at  September  30,  2002 are the following assets held under capital
     leases:

       Other equipment                   $221,788
       Accumulated amortization           (72,572)
                                        ----------

       Assets under capital leases, net  $149,216
                                         =========


                                    Continued
                                      F-20
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


9.   ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES
     --------------------------------------------

     Accounts  payable  and  accrued  liabilities  consisted of the following at
     September  30,  2002:

       Accounts payable, trade                             $231,552
       Accrued payroll and related taxes                     83,181
       Accrued rent expense                                  91,601
       Accrued interest expense                              60,793
       Accrued property tax expense                          32,878
       Other accrued liabilities                             40,832
                                                           --------

                                                           $540,837
                                                           ========


10.  DEBT  SETTLEMENT  TRUST  OBLIGATIONS
     ------------------------------------

     In  December  2000,  the  Company  entered  into  an  agreement (the "Trust
     Agreement")  with  the holders of certain debts of the Company, hereinafter
     referred  to  as  the  "Investor  Notes".  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.  At  the inception of the Trust, the
     Investor  Notes  had  a  face  value  of $2,600,000 and accrued interest of
     $320,487. Through November 2002, an extension fee of 10% of the outstanding
     note  balance  was due to the beneficial interest holders in the Trust. The
     Company  also  agreed  to  place  shares of its restricted common stock and
     certain  other  amusement  properties  into the Trust should the Properties
     prove  insufficient for the purposes of the Trust, which include payment of
     trust  expenses  and  extension  fees.  On December 18, 2002, the Trust was
     amended  to  provide a final settlement plan (the "Plan") for the Company's
     liability  to  the  Trust.  Substantially  all  assets  of  the  Company's
     discontinued  amusement  operations are in the Trust or are subject to sale
     or  transfer  to  the  trust  under  the  Plan.  See  Note  16.

     Following  is  an  analysis  of  the  debt  settlement  trust obligation at
     September  30,  2002:

     Investor notes to be repaid by the Trust  $2,600,000
     Accrued interest on the investor notes       651,247
     Accrued operating expenses                   193,596
                                               ----------

     Debt settlement trust obligation          $3,444,843
                                               ==========

11.  INCOME  TAXES
     -------------

     The Company has incurred losses since its inception and, therefore, has not
     been subject to federal income taxes. As of September 30, 2002, the Company
     had  net  operating  loss  ("NOL") carryforwards for income tax purposes of
     approximately  $7,268,000  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.


                                    Continued
                                      F-21
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


11.  INCOME  TAXES,  CONTINUED
     -------------------------

     The  composition of deferred tax assets and liabilities and the related tax
     effects  at  September  30,  2002  are  as  follows:

       Deferred tax assets:
         Net operating losses               $ 2,471,120
         Accrued liabilities and reserves       365,990
         Valuation allowance                 (2,827,110)
                                            ------------

           Total deferred tax assets             10,000
                                            ------------

       Deferred tax liabilities:
         Property and equipment                  10,000
                                            ------------

          Total deferred tax liability           10,000
                                            ------------

       Net deferred tax asset (liability)   $         -
                                            ============

     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,  2002  and  2001  is  as  follows:

                                                  2002              2001
                                          -----------------  -----------------
                                            AMOUNT      %      AMOUNT     %
                                          ----------  -----  ----------  -----
       Benefit for income tax at fed-
         eral statutory rate              $(267,794)  (34)%  $(499,407)  (34)%
       Non-deductible expenses and other     13,806       2    113,449       8
       Increase in valuation allowance      253,988      32    385,958      26
                                          ----------  -----  ----------  -----

                                          $       -      -%  $       -      -%
                                          ==========  =====  ==========  =====


12.  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, 2002, 3,403,038 shares have
     been  issued under the Stock Bonus Plan. The Stock Bonus Plan terminated on
     March  14,  2002.


                                    Continued
                                      F-22
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     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  a  debt  reduction  plan.

     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,
     2002  or  2001.

     A summary of warrant activity during the years ended September 30, 2002 and
     2001  follows:

                                                                    WEIGHTED
                                                                     AVERAGE
                                            NUMBER      EXERCISE    EXERCISE
                                           OF SHARES    PRICE        PRICE
                                          -----------  -----------  ---------
     Balance at September 30, 2000                 -   $         -  $       -

     Warrants issued in connection with
       the Exchange (See Note 8)             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

     Expiration of warrants               (1,000,000)  $      0.07  $    0.07
                                          -----------

     Balance at September 30, 2002           876,081   $      0.09  $    0.09
                                          ===========

     All  outstanding  warrants  are  currently  exercisable.  A  summary  of
     outstanding stock warrants at September 30, 2002 follows:

      NUMBER OF                      REMAINING
     COMMON STOCK                   CONTRACTUAL   EXERCISE
     EQUIVALENTS   EXPIRATION DATE  LIFE (YEARS)   PRICE
     ------------  ---------------  ------------  ---------
          876,081  August 8, 2006            3.9  $    0.09


                                    Continued
                                      F-23
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

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

     The Company has elected to apply the disclosure only provisions of 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
     APB  25  and  related interpretations in accounting for the measurement and
     recognition  of  the  cost  of  warrants  issued.

     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  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: (i) average dividend yield of 0.00%;
     (ii) expected volatility of 80.00%; (iii) expected life of three 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>
                                            2002                        2001
                                --------------------------  --------------------------
                                 AS REPORTED    PROFORMA     AS REPORTED    PROFORMA
                                -------------  -----------  -------------  -----------
<S>                             <C>            <C>          <C>            <C>
     Net Loss                   $       (788)  $     (788)  $     (1,473)  $   (1,555)
                                =============  ===========  =============  ===========

     Basic and dilutive net
       loss per common share:
       Continuing operations    $      (0.01)  $    (0.01)  $      (0.02)  $    (0.02)
       Discontinued operations          0.00         0.00          (0.01)       (0.01)
                                -------------  -----------  -------------  -----------

         Net loss per common
           share                $      (0.01)  $    (0.01)  $      (0.03)  $    (0.03)
                                =============  ===========  =============  ===========
</TABLE>

13.  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 $62,276 and
     $88,362  for  the years ended September 30, 2002 and 2001, respectively. At
     September 30, 2002, due to liquidity problems, the Company is delinquent on
     rent  at  its  former  headquarters  in  the  amount  of  $91,601; however,
     the  company  is making monthly payments of $1,500 to reduce the obligation
     to  its  former  landlord.

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

      YEAR ENDED
     SEPTEMBER 30,
     -------------

         2003                 $66,115
         2004                  44,077
                              -------

                             $110,192
                             ========


                                    Continued
                                      F-24
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     On February 12, 2002, the Company filed suit against James Douglas Butcher,
     former  Chairman  and  Chief Executive Officer of the Company to recover an
     unspecified  amount  of damages due to Mr. Butcher's alleged violation of a
     covenant  not  to compete, breach of fiduciary duty, breach of contract and
     conversion relating to his employment agreement dated November 10, 1995 and
     effective  as  of  May  11,  1995.  On February 27, 2002, Mr. Butcher filed
     counterclaims  against  the  Company.  The  Company  intends  to vigorously
     prosecute  this  matter  to a conclusion, though the Company cannot predict
     with  any  certainty  the  eventual  outcome  of  this  litigation.

     A  suit  has  been  filed  against  the  Company  by  Vincent  Schappell
     ("Schappell")  for  the  principal  amount  due of $40,000 resulting from a
     settlement  agreement  dated May 2001 between Schappell and the Company and
     it  is  likely that the plaintiff will prevail. The Company has established
     an  accrued  liability  as  of  September  30, 2002, to cover the Company's
     exposure.

     A  suit  has  been  filed  against the Company and a former employee of the
     Company  alleging  sexual harassment. The suit alleges no specific monetary
     damage  and,  in the opinion of management and the Company's legal counsel,
     is  without  merit.

     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, 2002 and 2001, the Company
     operated  primarily  in  two  strategic business units that offer different
     products  and  services: Military entertainment services and retail sale of
     sound and lighting equipment. Financial information regarding the Company's
     business  segments  is  as  follows:

<TABLE>
<CAPTION>
                                   MILITARY     RETAIL    CORPORATE     DISCON-
                                ENTERTAINMENT    SALES    AND OTHER     TINUED     TOTAL
                                --------------  -------  -----------  ----------  -------
                                                 (AMOUNTS IN THOUSANDS)
<S>                             <C>             <C>      <C>          <C>         <C>

     YEAR ENDED SEPTEMBER 30,
       2002:

     Revenues                   $        2,200  $   749  $        -   $       -   $2,949
     Income (loss) from
       operations                          217       40        (462)          -     (205)
     Total assets                          923      442          29       2,859    1,253
     Interest expense                       64       22         527           -      613
     Depreciation expense                  244        3           5           -      252
     Capital expenditures                   98        4           1          22      125
</TABLE>


                                    Continued
                                      F-25
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

<TABLE>
<CAPTION>
                                   MILITARY      RETAIL    CORPORATE   DISCON-
                                ENTERTAINMENT    SALES     AND OTHER    TINUED    TOTAL
                                --------------  --------  -----------  --------  -------
                                                (AMOUNTS IN THOUSANDS)
<S>                             <C>             <C>       <C>          <C>       <C>
     YEAR ENDED SEPTEMBER 30,
       2001:

     Revenues                   $        2,313  $   606   $        -   $      -  $2,919
     Income (loss) from
       operations                          140     (241)        (288)         -    (389)
     Total assets                        1,181      107        1,914          -   3,202
     Interest expense                       64       49          448          -     561
     Depreciation expense                  265        2            -          -     267
     Capital expenditures                  299        5            -         53     357
</TABLE>

     Inter-segment  receivables and payables have been shown net in total assets
     for  each  segment.  All  inter-segment  sale  prices are market based. The
     Company evaluates performance based on operating earnings of the respective
     business  units.

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

     On  December 18, 2002, the Company received final approval of the Plan from
     the  trustees and beneficial owners of interest in the Trust (See Note 10).
     Under  the  terms  of  the  Plan the Company will issue 2,000,000 shares of
     redeemable  convertible preferred stock to the Trust. Such preferred stock,
     along  with the proceeds from sale of certain amusement real estate located
     in  Pasadena, Texas will represent the Company's final funding to the Trust
     and will result in the elimination of both the assets held for sale and the
     debt  settlement  trust obligation shown in the accompanying balance sheet.
     The  Company  had  previously  transferred  amusement  assets  comprising a
     waterpark  and  a  raceway in Midland, Texas to the Trust and the Plan also
     serves  to  end  the  Company's  continuing  financial  interest  in  those
     properties.  Following is a description of the preferences of the preferred
     stock  that  will  be  issued  to  the  Trust:

          -    Stated  value and liquidation preference of $1.00 per share or an
               aggregate  liquidation  preference  of  $2,000,000.

          -    Convertible  at  the  election  of  the holders at any time after
               issuance  to shares of the Company's common stock at a conversion
               rate  of  five  shares  for one. This feature would result in the
               Company's  issuance  of  10,000,000 shares of common stock if all
               preferred shares were converted. This type of conversion requires
               thirty  days  written  notice  by  the  holders.

          -    Convertible  at the election of the Company at any time after the
               Company's common stock has traded at or above a closing bid price
               of $0.25 for thirty consecutive trading days. The conversion rate
               in  this circumstance will also be five shares for one. This type
               of conversion requires thirty days written notice by the Company.

          -    Redeemable  at  the stated value, at the election of the Company,
               on  a  pro  rata  basis  among  all  holders,  any portion of the
               preferred  stock.  This  redemption provision requires forty-five
               days  written notice to the holders during which time the holders
               may  elect  to  convert.


                                    Continued
                                      F-26
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

          -    Mandatory  redemption  beginning  in  the  fiscal  year  ending
               September  30,  2006  based  upon twenty percent of net income as
               presented  in  the  Company's  audited financial statements. This
               redemption  feature  will  continue  until  all  shares have been
               redeemed.

     Following  is  the September 30, 2002, condensed pro forma balance sheet of
     the  Company  as  if  the  Plan  had  been  implemented  at  that  date:

<TABLE>
<CAPTION>
                                                              PROFORMA       ADJUSTED
                                                            ADJUSTMENTS       TOTAL
          ASSETS                           AS REPORTED      (UNAUDITED)     (UNAUDITED)
          ------                          -------------  -----------------  ------------
<S>                                       <C>            <C>                <C>
     Total current assets                 $    648,006   $              -   $   648,006

     Property and equipment, net               709,800                  -       709,800
     Assets held for sale                    2,858,816    (1)(2,314,886)*       543,930
     Other assets                               36,428                  -        36,428
                                          -------------  -----------------  ------------

           Total assets                   $  4,253,050   $     (2,314,886)  $ 1,938,164
                                          =============  =================  ============

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

     Total current liabilities            $  2,151,680   $              -   $ 2,151,680

     Notes payable to stockholders             283,500                  -       283,500
     Notes payable and long-term debt          272,364                  -       272,364
     Capital lease obligation                   87,447                  -        87,447
     Debt settlement trust obligation        3,444,843      (2)(3,444,843)            -

     Convertible preferred stock                     -      (3)   160,000       160,000

     Commitments and contingencies

     Stockholders' deficit:
       Common stock, $.001 par value,
         200,000,000 shares authorized,
         71,660,045 shares issued and
         71,260,045 shares outstanding          71,660                  -        71,660
       Additional paid-in capital            8,745,055                  -     8,745,055
       Accumulated deficit                 (10,653,499)     (4)   969,957    (9,683,542)
       Treasury stock, 400,000 shares at
         cost                                 (150,000)                 -      (150,000)
                                          -------------  -----------------  ------------

           Total stockholders' deficit      (1,986,784)           969,957    (1,016,827)
                                          -------------  -----------------  ------------

             Total liabilities and
               stockholders' deficit      $  4,253,050   $     (2,314,886)  $ 1,938,164
                                          =============  =================  ============
</TABLE>


                                    Continued
                                      F-27
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     The  above  Proforma  adjustment  (1)  eliminates the waterpark and raceway
     assets previously transferred to the trust because the Company will have no
     continuing  financial  interest  in  those  assets; (2) eliminates the debt
     settlement  trust  obligation  that  will  be satisfied under the Plan; (3)
     recognizes  the issuance of 2,000,000 shares of convertible preferred stock
     with  a  value  of  $160,000  at  the date of approval of the Plan; and (4)
     recognizes  an  extraordinary  gain  of $969,957 upon extinguishment of the
     debt  settlement  trust  obligation.

     The  following  unaudited proforma data summarizes the operating results of
     the  Company  as  if  the  transaction  under  the Plan had occurred at the
     beginning  of  the  year  ended  September  30,  2002.

<TABLE>
<CAPTION>
                                                            AS         PROFORMA
                                                         REPORTED    (UNAUDITED)
                                                        -----------  ------------
<S>                                                     <C>          <C>
     Revenue                                            $2,949,299   $ 2,949,299

     Net income (loss)                                  $ (787,632)  $   182,325

     Basic and diluted earnings (loss) per share:
       Before extraordinary item                        $    (0.01)  $     (0.01)
       Extraordinary item                                     0.00          0.01
                                                        -----------  ------------

         Net income (loss) per share                    $    (0.01)  $      0.00
                                                        ===========  ============

     The proforma adjustments recognized in preparing
     the above information on results of operations
     were as follows:

     Elimination of interest expense on trust
       obligations                                                    $  260,000
     Elimination of loss on securities transferred
       to the trust                                                      136,000
     Loss on operation of discontinued segments in
       which the Company has no continuing financial
       interest                                                          133,666
     Extraordinary gain on extinguishment of debt                        440,291
                                                                      -----------

                                                                      $  969,957
                                                                      ===========
</TABLE>

17.  SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOW  INFORMATION
     -----------------------------------------------------

     CASH PAID OR INTEREST AND INCOME TAXES
     --------------------------------------

     Cash paid for interest expense                    $  132,291   $    247,199
                                                       ===========  ============

     Cash paid for income taxes                        $         -  $          -
                                                       ===========  ============


                                    Continued
                                      F-28
<PAGE>
                   ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


17.  SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOW  INFORMATION,  CONTINUED
     -----------------------------------------------------------------

     NON-CASH  FINANCING  AND  INVESTING  ACTIVITY
     ---------------------------------------------

     During  the  year ended September 30, 2002 and 2001, the Company engaged in
     the  following  non-cash  financing  and  investing  activities:

<TABLE>
<CAPTION>
                                                            2002        2001
                                                        -----------  ------------
<S>                                                     <C>          <C>
       Converted notes payable and capital lease
         obligations to common stock                    $   729,619  $     85,000
       Common stock transferred in the Trust to
         satisfy notes payable                               50,000       150,000
</TABLE>


                                      F-29
<PAGE>