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