U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997. ------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- ----------------- Commission File No. 0-23914 --------------------------- ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. ------------------------------------------- (Name of Small Business Issuer in its Charter) DELAWARE 87-0521389 -------- ---------- (State or Other Jurisdiction of (I.R.S. Employer I.D.No.) incorporation or organization) 16055 Space Center Blvd., Suite 230 Houston, TX 77062 ------------------ (Address of Principal Executive Officers) ----------------------------------------- Issuer's Telephone Number: (281)486-6115 Not Applicable -------------- (Former Name or Former Address, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. (1) Yes [x] No [ ] (2) Yes [x] No [ ] 1 PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check Whether the Registrant filed all documents and reports required to be filed by Section 12, 13, or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by court. Not Applicable. APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date: June 30, 1997 Common stock: 21,990,590 PART 1 - FINANCIAL INFORMATION ITEM 1. Financial Statements -------------------- The financial Statements of the Registrant required to be filed with this 10-QSB Quarterly Report were prepared by management and commence on the following pages, together with Related Notes. In the opinion of management, the Financial Statements fairly present the financial condition of the Registrant. 2 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, ASSETS 1997 1996 (Unaudited) (Note) CURRENT ASSETS: CASH $ 68,795.67 $ 14,850.00 ACCOUNTS RECEIVABLE 503,053.07 452,772.00 RETAIL INVENTORIES 124,480.04 138,921.00 OTHER CURRENT ASSETS 94,082.79 82,857.00 ------------- ------------- 790,411.57 689.400.00 PROPERTY AND EQUIPMENT 4,274,934.52 3,715,051.00 LESS: ACCUMULATED DEPRECIATION (1,672,579.00) (1,429,312.00) ------------- ------------- 2,602,355.52 2,285,739.00 OTHER ASSETS 13,633.51 2,635.00 ------------- ------------- TOTAL ASSETS 3,406,400.60 2,977,774.00 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES: ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 270,908.79 $ 679,902.00 NOTES PAYABLE AND CURRENT PORTION OF LONG-TERM DEBT 560,358.55 632,880.00 OTHER CURRENT LIABILITIES 4,843.14 80,439.00 ------------- ------------- 836,110.48 1,393,221.00 ============= ============ LONG-TERM DEBT 675,704.12 101,929.00 CONTINGENT LIABILITIES 136,416.00 0 ------------- ------------- $ 812,120.12 $ 101,929.00 STOCKHOLDERS' EQUITY COMMON STOCK 21,990.00 20,508.00 ADDITIONAL PAID-IN CAPITAL 2,499,362.19 2,448,268.00 RETAINED EARNINGS (763,182.19) (986,152.00) ------------- ------------- 1,758,170.00 1,482,624.00 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $3,406,400.60 $2,977,774.00 ============= ============= SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE: THE BALANCE SHEET AT DECEMBER 31, 1996 HAS BEEN DERIVED FROM AUDITED FINANCIAL STATEMENTS AT THAT DATE. 3 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended June 30, 1997 1996 ---- ---- Revenues $ 1,338,583 $ 1,818,935 Cost of Goods Sold 626,803 931,447 ----------- ----------- Gross Profit 713,365 887,488 General and Administrative Expenses 541,048 669,317 Depreciation 109,553 319,545 Interest Expense 21,656 36,394 ----------- ----------- Profit (Loss) Before Income Taxes 41,107 (137,768) Income Taxes 0 0 ----------- ----------- Net Profit (Loss) 41,107 (137,768) =========== =========== Net Profit (Loss) Per Share $0.003 (0.01) =========== =========== Weighted Average Shares Outstanding 21,990,590 20,220,370 =========== =========== See Notes to Condensed Consolidated Financial Statements. 4 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Six Months Ended June 30, 1997 1996 ---- ---- Revenues $ 2,917,152 $ 3,621,542 Cost of Goods Sold 1,394,590 1,817,323 ----------- ----------- Gross Profit 1,522,562 1,804,219 General and Administrative Expenses 1,171,267 1,391,735 Depreciation 243,267 595,910 Interest Expense 41,514 56,362 ----------- ----------- Profit (Loss) Before Income Taxes 66,513 (239,788) Income Taxes 0 0 ----------- ----------- Net Profit (Loss) 66,513 (239,788) =========== =========== Net Profit (Loss) Per Share $0.003 (0.01) =========== =========== Weighted Average Shares Outstanding 21,990,590 20,220,370 =========== =========== See Notes to Condensed Consolidated Financial Statements. 5 ENTERTAINMENT TECHNOLOGIES & PRODUCTION, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) Six Months Ended June 30, 1997 1996 ---- ---- Cash From Operations $312,063 $ 69,870 Investing Activities Purchase of property and equipment (14,871) (549,285) Sale of Note Receivable 0 192,900 Other 0 49,628 -------- -------- (14,871) (306,757) Financing Activities Borrowing and repayment of debt 237,280 219,551 Issuance of additional common stock 0 (11,871) -------- -------- 237,280 207,680 Increase (Decrease) In Cash 534,472 ($29,207) ======== ======== See Notes To Condensed Consolidated Financial Statements 6 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1997 Note 1. - Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10Q and Item 10 of Regulation S-B. Accordingly, they do not include all of the information for footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month period ended June 30, 1997 are not necessarily indicative of the results that may be expected for the year ended December 31, 1997. 7 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS: - --------------------- Six Months Ended June 30, 1997 compared to Six Months Ended June 30,1996. Revenues for the second quarter of 1997 decreased by $144,323 over the comparable period for 1996. The decrease was partially offset by the acquisition of Redfish Management Incorporated's revenue of $87,146.85. Gross Profit for the first six months of 1997 increased by $306,301.00 over the first six months of 1996. General and administrative expenses decreased by $220,468 for the first six months of 1997, due to conscious attrition. Depreciation expense decreased $352,643.00 over the comparable period in 1996. Interest expense is down $14,848.00 for this time period. This will be down even further in the next quarter due to major debt reconstruction by using a more traditional lending institution. As a result of the above, there was a net profit for the second quarter 1997. Profit for the 2nd quarter is up more than the 1st quarter of 1997 and considerably more than the same six months of 1996 as noted above. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Company achieved traditional short term borrowing from Bayshore National Bank in the amount of $450,000.00 through securing `accounts receivable'. This relationship for borrowing lowered the cost of short term capital by approximately 60% against the Company factoring relationship with Celtic Capital who were paid off as part of the capitalization from Bayshore National Bank. Also, the Company achieved two of six $100,000.00 tranches through a convertible debt under an agreement from Capital Growth Planning of El Cajon, CA. The Company anticipates closing the remaining four $100,00.00 units this year requiring no additional capital for the balance of the year. The Company is currently exploring various additional opportunities for outside financing although there can be no assurances that these efforts will be successful. 8 PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS. ----------------- The only material legal proceeding filed against the company at this time is the May 17, 1997 suit filed in the Superior Court of California by the former owner of one of the Company's wholly owned subsidiaries. The suit alleges breach of contract and non-payment of amounts owed related to the acquisition of the subsidiary. In the opinion of the Company's council, the suit is without merit and the company intends to defend itself vigorously. Item 2. CHANGES IN SECURITIES. --------------------- The Company achieved a 'Lenders Trust' by securing amusement gaming assets to achieve a convertible debenture in the amount of $600,000.00. As of June 30, 1997, two $100,00.00 tranches were receivd by the Company. As part of the security to the trust, the Company issued 1,200,000 shares into an escrow account to be used in case of a default on the debt by the Company. The shares are to serve as the primary security with the amusement machines as secondary security in the event of a default. Also, the Company paid 90,000 shares of restricted and unregistered common stock to Capital Growth Planning for the placement of the Lender Trust. Each investor in the Lender Trust, has/will receive 100 shares for each $1,000.00 invested into Lender Trust. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. ------------------------------- None; not applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. ---------------------------------------------------- None; not applicable ITEM 5. OTHER INFORMATION ----------------- None; not applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits; 27 - Financial Data Schedule (b) Reports on Form 8-K None 9 Signatures Pursuant to the requirements of the Securities Exchange Act of 1939, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. DATE: AUGUST 13, 1997 BY: JAMES D. BUTCHER/S/ --------------- ------------------- James D. Butcher, Chairman & CEO DATE: AUGUST 13, 1997 BY: V. J. FARMER/S/ --------------- --------------- V. J. FARMER, CONTROLLER 10