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 December 31, 1998 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 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: January 31, 1999 COMMON STOCK: 30,382,857 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. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) December 31, 1998 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 month period ended December 31, 1998 are not necessarily indicative of the results that may be expected for the year ended September 30, 1999. THE BOARD OF DIRECTORS ELECTED TO CHANGE THE FISCAL YEAR END TO SEPTEMBER 30; THEREFORE, THE BASIS OF COMPARISON WILL BE 1ST QUARTER ENDING DECEMBER 1998 FOR YEAR END 1999 TO 1ST QUARTER ENDING MARCH 1998 FOR YEAR END 1998. 3 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations: Three months ended December 31,1998 compared to three months ended March 31, 1998. General and administrative expenses increased $326,402 from $614,386 to $940,788 during the same period in 1998 due to opening of new sites and relocating equipment. Depreciation expense for the first quarter of 1999 increased $ 14,880 from $91,151 to $106,301 over the comparable period in 1998. This is due to the acquisition of new equipment in the latter part of 1998. Interest expense decreased $6,853 during the first quarter of 1999 from $57,181 in 1998 to $50,328 due to long-term borrowings to restructure long-term debt. Revenues for the first quarter of 1999 increased by $201,118 from $1,352,601 in 1998 to $1,553,719 in 1999. This increase was due to the increase of revenues from Redfish Island and the contributions from Hero's and ChaCho's. Gross Profit for the first quarter of 1999 decreased $47,125 from $804,935 in the first quarter of 1998 to $757,810 in 1999. Net profit for the three months decreased by $297,120 from $42,217 in 1998 to $(337,337) in 1999. Accounts Payable and Accrued Expense are up $278,292 from $393,825 in March 1998 to $672,117 in December 1998. Total Current Liabilities increased $75,160 from $1,203,572 in March 1998 to $1,278,732 in December 1998. Liquidity and Capital Resources The Company believes that internally generated cash is not sufficient to fund the current level of operations. However, additional capital requirements needed for planned growth and to reduce short term debt will require the Company to seek additional outside financing. The Company has signed a financial agreement with Capital Growth Planing of El Cajon, Ca. for $4,000,000 in convertible debt. The Company expects this funding to be completed during the next quarter but there can be no assurances that this funding will close PART II - OTHER INFORMATION 4 Item 1. LEGAL PROCEEDINGS. THERE ARE NO MATERIAL LEGAL PROCEEDINGS EXCEPT AS DISCLOSED IN THE 10K-SB AS FILED FOR 1998. ITEM 2. CHANGES IN SECURITIES. NONE; NOT APPLICABLE 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; None (b) Reports on Form 8-K None 5 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: February 24, 1999 By: James D. Butcher/s/ ----------------- ------------------- James D. Butcher, Chairman & CEO Date: February 24, 1999 By: V. J. Farmer/s/ ----------------- --------------- V. J. Farmer, Controller 6 ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS DECEMBER 31 MARCH 31 - ------ 1998 1998 (Unaudited) (Note) Current Assets: Cash $ 27,353.26 $ 148,994.27 Accounts Receivable 602,836.86 412,368.11 Retail Inventories 218,184.99 116,940.59 Prepaid Expenses 36,940.90 94,337.37 Other Current Assets 66,319.41 - -------------- -------------- 951,635.42 772,640.34 Property and Equipment $ 8,374,552.15 $ 6,720,661.09 Less: Accumulated Depreciation $(3,130,797.10) $(2,168,234.65) -------------- -------------- 5,243,755.05 4,552,426.44 Other Assets 151,311.69 61,020.45 -------------- -------------- TOTAL ASSETS $ 6,346,702.16 $ 5,386,087.23 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current Liabilities: Accounts Payable and Accrued Expenses $ 672,117.29 $ 393,824.83 Notes Payable and Current Portion of Long-Term Debt 563,817.70 768,081.27 Other Current Liabilities 42,796.90 41,665.96 -------------- -------------- 1,278,731.89 1,203,572.06 ============== ============== Long-Term Debt 2,356,124.97 1,318,492.70 -------------- -------------- Deferred Income Taxes Stockholders' Equity Common Stock $ 29,485.00 $ 556,213.00 Additional Paid-in Capital 5,049,987.98 3,877,458.92 Retained Earnings (2,367,627.68) (1,569,649.45) -------------- -------------- Total Liabilities and Stockholders' Equity $ 6,346,702.16 $ 5,386,087.23 ============== ============== See Notes to Condensed Consolidated Financial Statements Note: Fiscal Year End Changed to September 30th ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED DECEMBER MARCH 1998 1998 Revenues $ 1,553,719 $ 1,352,601 Cost of Goods Sold 795,909 547,666 ----------- ----------- Gross Profit 757,810 804,935 General and Administrative Expenses 940,788 614,386 Depreciation 106,031 91,151 Interest Expense 50,328 57,181 ----------- ----------- (Loss) Before Income Taxes (339,337) 42,217 Income Taxes 0 0 Net (Loss) (339,337) 42,217 =========== =========== Net (Loss) Per Share $ (0.011) $ 0.002 =========== =========== Weighted Average Shares Outstanding 30,382,857 $24,942,321 =========== =========== See Notes to Condensed Consolidated Financial Statements ENTERTAINMENT TECHNOLOGIES & PROGRAMS, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Three Months Ended December March 1998 1998 Cash From Operations $(579,387) $ 120,740 Investing Activities Purchase of property and equipment - (2,366,028) Other - --------- ---------- - (2,366,028) Financing Activities Borrowing and repayment of debt 600,000 601,693 Issuance of additional common stock 2,360,000 --------- ---------- 600,000 2,967,721 Increase in Cash 20,613 $ 722,433 ========== Cash at Beginning of Period 6,740 --------- $ 27,353 ========= SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS