U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-KSB


[X] Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 2003, or

[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
act of 1934 for the transition period from to


                           Commission File No. 0-23015


                       RED HORSE ENTERTAINMENT CORPORATION
           (Name of Small Business Issuer as specified in its charter)

                 Nevada                                87-0450232
    (State or Other Jurisdiction of                   (IRS Employer
     Incorporation or Organization)                Identification No.)

                11828 La Grange Avenue, Los Angeles, CA 90025
            (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:  (310) 473-0213

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:

                         Common Stock, Par Value $0.001

Check whether the issuer (1) filed all reports  required to be filed by sections
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period  that the issuer 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 in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

The issuer's  revenues  (consisting only of interest income) for its most recent
fiscal year: $802.

The aggregate  market value of voting stock held by  non-affiliates  computed on
the basis of the high bid price (no asked) on March 19, 2004, was $10,422.

As of December 31, 2003, the Registrant had outstanding 455,073 shares of Common
Stock, par value $0.001.

Documents incorporated by reference:  None.





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                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                     Page

Part I

1.    Description of Business                                                 3

2.    Description of Property                                                 6

3.    Legal Proceedings                                                       6

4.    Submission of Matters to a Vote of Security Holders                     6

Part II

5.    Market for Common Equity and Related Stockholder Matters                6

6.    Management's Discussion and Analysis of Financial Condition
      and Results of Operations                                               7

7.    Financial Statements                                                    8

8.    Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure                                                    8

8A.   Controls and Procedures                                                 8

Part III

9.    Directors, Executive Officers, Promoters and Control Persons;
      Compliance with Section 16(a) of the Exchange Act                       8

10.   Executive Compensation                                                  9

11.   Security Ownership of Certain Beneficial Owners and Management         10

12.   Certain Relationships and Related Transactions                         11

13.   Exhibits and Reports on Form 8-K                                       11

14.   Principal Accountant Fees and Expenses                                 12

Signatures                                                                   13

                                       2

<PAGE>


                                     PART I

                         ITEM 1. DESCRIPTION OF BUSINESS

General

For the past seven years the Company has had no active business operations,  and
has been  seeking to acquire an interest  in a business  with  long-term  growth
potential. The Company currently has no commitment or arrangement to participate
in a business  and cannot now predict what type of business it may enter into or
acquire.  It is emphasized  that the business  objectives  discussed  herein are
extremely  general and are not intended to be  restrictive  on the discretion of
the Company's management.

There  are no plans or  arrangements  proposed  or under  consideration  for the
issuance  or  sale  of  additional  securities  by  the  Company  prior  to  the
identification of an acquisition candidate. Consequently, management anticipates
that it may be able to participate in only one potential  business venture,  due
primarily to the Company's limited capital. This lack of diversification  should
be  considered  a  substantial  risk  because it will not permit the  Company to
offset potential losses from one venture against gains from another.

Selection of a Business

The  Company  anticipates  that  businesses  for  possible  acquisition  will be
referred by various sources, including its officers and directors,  professional
advisors,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial  community,  and others who may  present  unsolicited  proposals.  The
Company  will not  engage  in any  general  solicitation  or  advertising  for a
business  opportunity,  and will rely on personal  contacts of its  officers and
directors and their affiliates,  as well as indirect  associations  between them
and other business and professional  people. By relying on "word of mouth",  the
Company may be limited in the number of potential  acquisitions it can identify.
While it is not presently  anticipated that the Company will engage unaffiliated
professional  firms  specializing in business  acquisitions or  reorganizations,
such firms may be retained if  management  deems it in the best  interest of the
Company.

Compensation  to a finder or business  acquisition  firm may take various forms,
including one-time cash payments,  payments based on a percentage of revenues or
product sales volume, payments involving issuance of securities (including those
of the Company), or any combination of these or other compensation arrangements.
Consequently,  the Company is currently  unable to predict the cost of utilizing
such  services.  Management  of the Company  will not receive a finder's fee for
locating a business opportunity.

The Company will not restrict its search to any particular  business,  industry,
or  geographical  location,  and  management  reserves the right to evaluate and
enter into any type of business in any location.  The Company may participate in
a newly organized business venture or a more established  company entering a new
phase of growth or in need of additional  capital to overcome existing financial
problems. Participation in a new business venture entails greater risks since in
many  instances  management  of such a venture will not have proved its ability,
the eventual  market of such  venture's  product or services  will likely not be
established, and the profitability of the venture will be unproved and cannot be
predicted  accurately.  If the Company  participates in a more  established firm
with  existing  financial  problems,  it may be  subjected  to risk  because the
financial  resources  of the Company may not be adequate to eliminate or reverse
the circumstances leading to such financial problems.

In seeking a business venture, the decision of management will not be controlled
by an attempt to take  advantage of any  anticipated  or  perceived  appeal of a
specific industry,  management group, product, or industry, but will be based on
the business  objective of seeking  long-term  capital  appreciation in the real
value of the Company.

The analysis of new businesses will be undertaken by or under the supervision of
the officers and directors. In analyzing prospective businesses, management will
consider,  to the extent applicable,  the available  technical,  financial,  and
managerial  resources;  working capital and other prospects for the future;  the
nature of present  and  expected  competition;  the quality  and  experience  of
management services which may be available and the depth of that management; the
potential for further research,  development, or exploration;  the potential for

                                       3

<PAGE>

growth and expansion; the potential for profit; the perceived public recognition
or  acceptance  of  products,   services,   or  trade  or  service  marks;  name
identification; and other relevant factors.

The decision to participate in a specific  business may be based on management's
analysis  of the  quality of the other  firm's  management  and  personnel,  the
anticipated  acceptability of new products or marketing  concepts,  the merit of
technological changes, and other factors which are difficult, if not impossible,
to analyze through any objective criteria. It is anticipated that the results of
operations of a specific firm may not necessarily be indicative of the potential
for the future  because of the  requirement  to  substantially  shift  marketing
approaches,   expand   significantly,   change  product   emphasis,   change  or
substantially augment management, and other factors.

The Company will analyze all available factors and make a determination based on
a composite of  available  facts,  without  reliance on any single  factor.  The
period  within  which  the  Company  may  participate  in a  business  cannot be
predicted  and will  depend  on  circumstances  beyond  the  Company's  control,
including the  availability of businesses,  the time required for the Company to
complete its  investigation  and analysis of  prospective  businesses,  the time
required to prepare  appropriate  documents  and  agreements  providing  for the
Company's participation, and other circumstances.

Acquisition of a Business

In implementing a structure for a particular business  acquisition,  the Company
may  become a party to a merger,  consolidation,  or other  reorganization  with
another  corporation  or entity;  joint venture;  license;  purchase and sale of
assets;  or purchase and sale of stock,  the exact nature of which cannot now be
predicted. Notwithstanding the above, the Company does not intend to participate
in a  business  through  the  purchase  of  minority  stock  positions.  On  the
consummation  of a  transaction,  it is likely that the present  management  and
shareholders of the Company will not be in control of the Company.  In addition,
a majority or all of the  Company's  directors  may, as part of the terms of the
acquisition transaction,  resign and be replaced by new directors without a vote
of the Company's shareholders.

In  connection  with  the  Company's  acquisition  of a  business,  the  present
shareholders  of the  Company,  including  officers  and  directors,  may,  as a
negotiated  element of the  acquisition,  sell a portion or all of the Company's
Common  Stock  held  by  them  at a  significant  premium  over  their  original
investment in the Company.  As a result of such sales,  affiliates of the entity
participating  in the business  reorganization  with the Company would acquire a
higher percentage of equity ownership in the Company. Management does not intend
to  actively  negotiate  for or  otherwise  require  the  purchase of all or any
portion of its stock as a condition to or in connection with any proposed merger
or  acquisition.  Although the Company's  present  shareholders  did not acquire
their  shares  of  Common  Stock  with a view  towards  any  subsequent  sale in
connection with a business  reorganization,  it is not unusual for affiliates of
the entity  participating in the  reorganization to negotiate to purchase shares
held by the present  shareholders  in order to reduce the number of  "restricted
securities"  held by persons no longer  affiliated  with the Company and thereby
reduce the potential adverse impact on the public market in the Company's Common
Stock  that  could  result  from  substantial  sales of such  shares  after  the
restrictions no longer apply.  Public  investors will not receive any portion of
the premium that may be paid in the foregoing  circumstances.  Furthermore,  the
Company's  shareholders may not be afforded an opportunity to approve or consent
to any particular stock buy-out transaction.

In the event sales of shares by present  shareholders of the Company,  including
officers and  directors,  is a  negotiated  element of a future  acquisition,  a
conflict of interest may arise because  directors  will be  negotiating  for the
acquisition  on behalf of the Company and for sale of their shares for their own
respective accounts. Where a business opportunity is well suited for acquisition
by the Company,  but affiliates of the business  opportunity  impose a condition
that  management  sell their  shares at a price which is  unacceptable  to them,
management  may not  sacrifice  their  financial  interest  for the  Company  to
complete the transaction. Where the business opportunity is not well suited, but
the price  offered  management  for their  shares  is high,  Management  will be
tempted to effect the acquisition to realize a substantial  gain on their shares
in the  Company.  Management  has not  adopted  any  policy  for  resolving  the
foregoing potential conflicts,  should they arise, and does not intend to obtain
an independent  appraisal to determine whether any price that may be offered for
their shares is fair.  Stockholders  must rely,  instead,  on the  obligation of
management  to fulfill  its  fiduciary  duty under  state law to act in the best
interests of the Company and its stockholders.

                                       4

<PAGE>

It is anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration  under applicable federal and
state securities laws. In some  circumstances,  however, as a negotiated element
of the transaction,  the Company may agree to register such securities either at
the time  the  transaction  is  consummated,  under  certain  conditions,  or at
specified times thereafter.  Although the terms of such registration  rights and
the number of securities,  if any, which may be registered  cannot be predicted,
it may be  expected  that  registration  of  securities  by the Company in these
circumstances would entail substantial  expense to the Company.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market  which may  develop in the  Company's  securities  may have a  depressive
effect on such market.

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot  be  predicted,  it may be  expected  that the  parties  to the  business
transaction  will find it desirable to structure the  acquisition as a so-called
"tax-free"  event under  sections 351 or 368(a) of the Internal  Revenue Code of
1986, (the "Code").  In order to obtain tax-free  treatment under section 351 of
the Code, it would be necessary  for the owners of the acquired  business to own
80% or more of the voting  stock of the  surviving  entity.  In such event,  the
shareholders  of the  Company  would  retain  less  than 20% of the  issued  and
outstanding  shares  of the  surviving  entity.  Section  368(a)(1)  of the Code
provides for  tax-free  treatment of certain  business  reorganizations  between
corporate  entities  where  one  corporation  is  merged  with or  acquires  the
securities or assets of another corporation.  Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company's voting securities.  It is not uncommon,  however, that as a negotiated
element of a  transaction  completed in reliance on section  368, the  acquiring
corporation  issue  securities  in such an amount that the  shareholders  of the
acquired  corporation will hold 50% or more of the voting stock of the surviving
entity.  Consequently,  there is a substantial possibility that the shareholders
of the Company  immediately  prior to the transaction would retain less than 50%
of the  issued  and  outstanding  shares  of the  surviving  entity.  Therefore,
regardless of the form of the business  acquisition,  it may be anticipated that
stockholders  immediately prior to the transaction will experience a significant
reduction in their percentage of ownership in the Company.

Notwithstanding the fact that the Company is technically the acquiring entity in
the foregoing  circumstances,  generally  accepted  accounting  principles  will
ordinarily  require that such transaction be accounted for as if the Company had
been acquired by the other entity owning the business and,  therefore,  will not
permit a write-up in the carrying value of the assets of the other company.

The manner in which the Company  participates  in a business  will depend on the
nature of the  business,  the  respective  needs and  desires of the Company and
other  parties,  the  management of the business,  and the relative  negotiating
strength of the Company and such other management.

The  Company  will  participate  in a business  only after the  negotiation  and
execution  of  appropriate  written  agreements.  Although  the  terms  of  such
agreements cannot be predicted,  generally such agreements will require specific
representations  and  warranties  by all of the parties  thereto,  will  specify
certain  events of default,  will detail the terms of closing and the conditions
which must be  satisfied  by each of the  parties  prior to such  closing,  will
outline the manner of bearing costs if the  transaction is not closed,  will set
forth remedies on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The  Company's  operation  following  its  acquisition  of a  business  will  be
dependent on the nature of the business and the interest  acquired.  The Company
is unable to predict  whether the Company  will be in control of the business or
whether  present  management  will be in control of the  Company  following  the
acquisition.  It may be expected that the business will present  various  risks,
which cannot be predicted at the present time.

                                       5

<PAGE>


Governmental Regulation

It is  impossible  to predict the  government  regulation,  if any, to which the
Company may be subject until it has acquired an interest in a business.  The use
of assets  and/or  conduct of  businesses  which the Company  may acquire  could
subject it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest,  management  will  endeavor to  ascertain,  to the
extent of the limited  resources of the Company,  the effects of such government
regulation on the prospective business of the Company. In certain circumstances,
however,  such as the  acquisition of an interest in a new or start-up  business
activity,  it may not be  possible to predict  with any degree of  accuracy  the
impact of  government  regulation.  The  inability  to  ascertain  the effect of
government   regulation  on  a  prospective  business  activity  will  make  the
acquisition of an interest in such business a higher risk.

Competition

The  Company  will be  involved  in  intense  competition  with  other  business
entities,  many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no  assurance  that  the  Company  will  be  successful  in  obtaining  suitable
investments.

Employees

The Company is a development  stage  company and currently has no employees.  In
2003 two  executive  officers  devoted 120 hours,  or an average of 10 hours per
month per person,  to the  affairs of the  Company and it is expected  they will
make a similar time  commitment in 2004.  These  officers may devote  additional
time in the future as they deem  appropriate  seeking  and  acquiring a business
venture.  Management of the Company expects to use consultants,  attorneys,  and
accountants as necessary, and does not anticipate a need to engage any full-time
employees  so long as it is  seeking  and  evaluating  businesses.  The need for
employees and their availability will be addressed in connection with a decision
whether or not to acquire or participate in a specific business industry.

                        ITEM 2. DESCRIPTION OF PROPERTIES

The Company  utilizes  office space at 11828 La Grange Avenue,  Los Angeles,  CA
90025,  provided  by a private  company  owned by Wayne M.  Rogers,  an officer,
director and principal shareholder of the Company. The costs associated with the
use of the office space are deemed insignificant,  as Mr. Rogers uses the office
space almost entirely for other business  purposes.  The Company  reimburses Mr.
Rogers for rent, clerical, and office expenses,  such as telephone charges, copy
charges,  overnight  courier  service,  and  similar  costs  incurred on Company
matters.  In  2003  the  total  payments  to Mr.  Rogers  for  such  items  were
approximately $915.

                            ITEM 3. LEGAL PROCEEDINGS

The  Company  is not a party to any  legal  proceedings,  and to the best of its
knowledge, no such proceedings by or against the Company have been threatened.

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

No matter was submitted to a vote of security  holders in the fourth  quarter of
2003.

                                     PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Although  quotations  for the Company's  common stock appear on the OTC Bulletin
Board, there is no established trading market for the common stock. Transactions
in the common stock have been sporadic over the past two calendar years.  During
the past two  calendar  years  quotations  for the common  stock have  consisted
primarily  of "bid  and no  asked"  and the bid  price  has  predominately  been
approximately  $0.08 per  share,  which was the last sale  price for the  common
stock in December  2003.  Consequently,  the Company is of the opinion  that any

                                       6

<PAGE>

published prices cannot be attributed to a liquid and active trading market and,
therefore, do not indicate any meaningful market value.

All shares of common stock  outstanding  may be sold without  restriction  under
Rule 144(k) promulgated under the Securities Act of 1933, except 241,808 shares,
which are held by  officers,  directors,  and holders of more than 10 percent of
the  outstanding  common stock  ("Control  Shares").  Control Shares may be sold
subject to complying  with all of the terms and  conditions of Rule 144,  except
the one-year holding period, which has been satisfied.

Since its inception,  no dividends have been paid on the Company's common stock.
The Company  intends to retain any earnings for use in its business  activities,
so it is not  expected  that any  dividends on the common stock will be declared
and paid in the foreseeable future.

At March  15,  2004,  there  were  approximately  152  holders  of record of the
Company's Common Stock.

      ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

Years Ended December 31, 2003 and 2002

The  Company  had no revenue  from  continuing  operations  for the years  ended
December 31, 2003 and 2002.

General and  administrative  expenses for the years ended  December 31, 2003 and
2002, consisted of general corporate administration, officer compensation, legal
and  professional  expenses,  and accounting and auditing costs.  These expenses
were  $33,792  and  $32,891  for  2003  and  2002,  respectively.   General  and
administrative  expenses in 2003 were higher than in 2002  primarily  due to the
accrual of  officer  compensation  in 2003  resulting  from the time  devoted by
management to the affairs of the Company as compared to 2002.

The Company had no interest  expense in 2003 or 2002.  Interest  income resulted
from the investment of funds in short-term,  liquid cash  equivalents.  Interest
income  was $802 and  $2,150 in 2003 and  2002,  respectively.  The  substantial
decline in interest  income is attributable to the fall in interest rates during
2003.

As a result of the foregoing factors, the Company realized a net loss of $32,990
in 2003, as compared to a net loss of $30,741 for 2002.

Liquidity and Capital Resources

At December  31,  2003,  the Company had working  capital of  $173,374.  Working
capital  consisted  substantially of short-term  investments,  and cash and cash
equivalents.  Management  believes  that the  Company  has  sufficient  cash and
short-term investments to meet the anticipated needs of the Company's operations
through at least the next 12 months. However, there can be no assurances to that
effect,  as the Company has no  significant  revenues and the Company's need for
capital  may  change  dramatically  if it  acquires  an  interest  in a business
opportunity  during that period.  The  Company's  current  operating  plan is to
handle the  administrative  and reporting  requirements  of a public company and
search for  potential  businesses,  products,  technologies  and  companies  for
acquisition.  At  present,  the Company has no  understandings,  commitments  or
agreements  with respect to the acquisition of any business  venture,  and there
can be no assurance that the Company will identify a business  venture  suitable
for  acquisition  in the future.  Further,  there can be no  assurance  that the
Company would be successful in  consummating  any acquisition on favorable terms
or that it will be able to profitably manage the business venture it acquires.

Forward-Looking Statement Notice

When used in this  report,  the words  "may,"  "will,"  "expect,"  "anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events,  conditions,  and financial trends that may affect the
Company's future plans of operations,  business strategy, operating results, and

                                       7

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financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.  Such factors are discussed under the headings "Item 1.  Description of
Business,"  and "Item 6.  Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations,"  and also include general economic factors
and conditions  that may directly or indirectly  impact the Company's  financial
condition or results of operations.

                          ITEM 7. FINANCIAL STATEMENTS

The  financial  statements  of the  Company  appear  at the end of  this  report
beginning with the Index to Financial Statements on page 14.

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

There are no reportable changes in or disagreements with accountants.

                        ITEM 8A. CONTROLS AND PROCEDURES

With the participation of management,  the Company's chief executive officer and
chief  financial  officer  evaluated  the  Company's   disclosure  controls  and
procedures on December 31, 2003. Based on this  evaluation,  the chief executive
officer and the chief financial officer  concluded that the disclosure  controls
and  procedures  are  effective in connection  with the Company's  filing of its
annual report on Form 10-KSB for the year ended December 31, 2003.

Subsequent to December 31, 2003,  through the date of this filing of Form 10-KSB
for the year ended December 31, 2003, there have been no significant  changes in
the Company's  internal  controls or in other  factors that could  significantly
affect  these  controls,  including  any  significant  deficiencies  or material
weaknesses of internal controls that would require corrective action.

                                    PART III

    ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers

The following  table sets forth the names,  ages, and positions with the Company
for each of the directors and officers of the Company.

Name                      Age   Positions                               Since

Wayne M. Rogers           69    President and Director                   1992

Bill Rogers               32    Vice President and Director              1994

Jack M. Gertino           64    Secretary and Director                   1992

All  executive  officers are elected by the Board and hold office until the next
Annual Meeting of  stockholders  or until their  successors are duly elected and
qualified.

The  following is  information  on the business  experience of each director and
officer.

Wayne M.  Rogers is a  well-known  professional  actor who has been  involved in
investment  activities  for over 15 years.  Mr.  Rogers has been a  director  of
several  privately held companies,  including  Almaden Vineyards and the Pantry,
Inc.,  since  1990.  He has also been a director of Global  Intellicom,  P.H.C.,

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<PAGE>

Inc., Electronic Data Controls, Inc., Extek Micro-Systems,  and Wadell Equipment
Global. Currently, Mr. Rogers is the general partner of Balanced Value Fund, LP,
a limited  partnership that advises and invests in middle market companies.  Mr.
Rogers  is also the  general  partner  of The  Insight  Fund,  LP,  and the sole
stockholder  of the  corporate  general  partner of The Pinnacle  Fund,  LP, and
Triangle Bridge Group, LP. The Insight Fund, LP is a stockholder of the Company.
Wayne M. Rogers is the father of Bill Rogers.

Bill Rogers has been a student and music  composer  for the past five years.  He
has composed  the music for a number of  television  shows,  a  commercial,  and
television  movie,  and  is  involved  in  development  of  musical  scores  and
compositions for those uses. Bill Rogers is the son of Wayne M. Rogers.

Jack M Gertino, has been a private investor and business consultant in Salt Lake
City,  Utah, for the past five years.  From June 1995 through  October 1996, Mr.
Gertino was an owner of a Tunex Service Center franchise in Layton,  Utah, which
offers automotive  Tune-up services.  He is currently  pursuing a number of real
estate  projects.  From 1986 to the  present,  he has served as an  officer  and
director of Comet Technologies,  Inc., a publicly held shell corporation seeking
a business  acquisition.  Since  February 1997, he has also served as an officer
and  director of Lazarus  Industries,  Inc., a publicly  held shell  corporation
seeking a business acquisition.

Due to the fact the  Company  has no active  operations  and its assets  consist
entirely of cash, the board of directors  determined that it is not necessary or
practical for the Company to establish an audit  committee,  recruit a financial
expert to serve on the board, or adopt a code of ethics  applicable to its chief
executive and financial officers.

Other Shell Company Activities

Mr.  Gertino is currently a director of Comet  Technologies,  Inc.,  and Lazarus
Industries,  Inc.,  both  publicly  held shell  corporations  seeking a business
acquisition.  The  possibility  exists  that  one or  more of the  officers  and
directors of the Company could become officers  and/or  directors of other shell
companies  in the future,  although  they have no  intention  of doing so at the
present time. Certain conflicts of interest are inherent in the participation of
the Company's  officers and  directors as  management in other shell  companies,
which may be difficult,  if not impossible,  to resolve in all cases in the best
interests  of the  Company.  Failure  by  management  to conduct  the  Company's
business in its best  interests  may result in  liability of  management  of the
Company to the shareholders.

                         ITEM 10. EXECUTIVE COMPENSATION

Wayne M. Rogers and Jack M. Gertino, both officers and directors of the Company,
received no  compensation  for services to the Company  prior to 2002 due to the
limited amount of time spent on Company matters,  which management  believes was
adequately  compensated through the issuance of options.  The board of directors
approved in May 1999 the issuance of options to Messrs. Rogers and Gertino. Each
of them now hold  options  to  purchase  50,000  shares  of  common  stock at an
exercise price of $0.625 per share, which expire in May 2009. The exercise price
was  determined  on the basis of the last sale  price for the  Company's  common
stock in the public market prior to approval of the options,  which was also the
bid price for the common stock on the date the options were granted.

Based on the time commitment by Messrs.  Rogers and Gertino in 2002, the Company
began to  accrue  compensation  for  their  services.  In 2003  these  executive
officers  devoted 120 hours, or an average of 10 hours per month per person,  to
the  affairs of the Company  and it is  expected  they will make a similar  time
commitment in 2004. The Company is compensating  Messrs.  Rogers and Gertino for
their  services at the rate of $100 per hour.  Consequently,  Mr. Rogers and Mr.
Gertino  each accrued  $12,000 of  compensation  from the Company in 2003,  or a
total of  $24,000.  This is all the  executive  compensation  paid in 2003.  The
Company expects that it will continue to accrue compensation for these executive
officers  in 2004 at the rate of $100 per hour,  and it is  estimated  that they
will each devote approximately 10 hours per month to the affairs of the Company.
There are no other plans,  understandings,  or  arrangements  whereby any of the
Company's  officers,  directors,  or  principal  stockholders,  or any of  their
affiliates  or  associates,  would  receive  funds,  stock,  or other  assets in
connection with the Company's participation in a business.

On acquisition of a business, it is possible that current management will resign
and be replaced by persons associated with the business  acquired,  particularly

                                       9

<PAGE>

if the Company participates in a business by effecting a stock exchange, merger,
or  consolidation.  In the event that any member of current  management  remains
after  effecting a business  acquisition,  that  member's  time  commitment  and
compensation  will likely be adjusted  based on the nature and  location of such
business and the services required, which cannot now be foreseen.

The following table sets forth certain  information  with respect to unexercised
options  held by the Named  Executive  Officers  as of  December  31,  2003.  No
outstanding options held by the Named Executive Officers were exercised in 2003.
All unexercised options expire in May 2009.

Name and                 Number of Securities           Value of Unexercised
Principal           Underlying Unexercised Options      In-the-Money Options
Position                    at FY End (#)                at FY End ($) (1)

                     Exerciseable/Unexerciseable    Exerciseable/Unexerciseable

Wayne M. Rogers              50,000/ -0-                      -0-/ -0-
  President

Jack M. Gertino              50,000/ -0-                      -0-/ -0-
  Secretary


(1) This value is determined on the basis of the difference between the high bid
price during the calendar  quarter ended  December 31, 2003,  of the  securities
underlying the options and the exercise price.

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth as of March 15, 2004,  the number and percentage
of the 455,073  shares of  outstanding  common  stock  which,  according  to the
information supplied to the Company,  were beneficially owned by (i) each person
who is currently a director of the Company,  (ii) each executive officer,  (iii)
all current directors and executive  officers of the Company as a group and (iv)
each person who, to the  knowledge of the Company,  is the  beneficial  owner of
more than 5% of the outstanding common stock. Except as otherwise indicated, the
persons named in the table have sole voting and  dispositive  power with respect
to all shares  beneficially  owned,  subject to  community  property  laws where
applicable.

                                   Common                         Percent of
                                   Shares          Options           Class

Name and Address

Wayne M. Rogers (1)(2)             51,349           50,000           20.1
11828 La Grange Avenue
Los Angeles, CA  90025

Jack M. Gertino (1)                24,485           50,000           14.7
3374 Homestead Road
Park City, UT  84060

Bill Rogers (1)                     -0-              -0-              -0-
916 N. Beverly Drive
Beverly Hills, CA  90210

The Insight Fund, LP (3)           62,240            -0-             13.7
C/o Wayne M Rogers & Co.
11828 La Grange Avenue
Los Angeles, CA  90025

                                       10

<PAGE>

Susan Harris Family Trust          51,867            -0-             11.4
C/o Wayne M Rogers & Co.
11828 La Grange Avenue
Los Angeles, CA  90025

Daniel J. Sullivan, III            41,494            -0-              9.1
16830 Ventura Blvd., #300
Encino, CA  91436

C. Anthony Thomas                  41,494            -0-              9.1
   and Glenn Susan Thomas
1888 Century Park East, #400
Los Angeles, CA  90067

Paul Junger Witt Family Trust      51,867            -0-             11.4
C/o Wayne M Rogers & Co.
11828 La Grange Avenue
Los Angeles, CA  90025

All Executive officers and        138,074          100,000           42.9
  Directors as a Group (3)

(1) Messrs.  Rogers, Gertino and Rogers are all of the officers and directors of
the Company.

(2) The share figure  includes  44,087 shares held by the Wayne M. Rogers Family
Trust,  in which Mr.  Rogers is the trustee,  and 3,631 shares held of record by
Mr. Rogers' spouse.

(3)  Wayne  M.  Rogers  is the  general  partner  of The  Insight  Fund  LP and,
therefore,  may be deemed to have voting and investment  control over the shares
of stock owned by it.

(4) This figure  includes the shares held by The Insight Fund LP,  because Wayne
M. Rogers may be deemed to have voting and investment control over such shares.

           ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company  utilizes  office space at 11828 La Grange Avenue,  Los Angeles,  CA
90025,  provided  by a private  company  owned by Wayne M.  Rogers,  an officer,
director and principal shareholder of the Company. The costs associated with the
use of the office space are deemed insignificant,  as Mr. Rogers uses the office
space almost entirely for other business  purposes.  The Company  reimburses Mr.
Rogers for rent, clerical, and office expenses,  such as telephone charges, copy
charges,  overnight  courier  service,  and  similar  costs  incurred on Company
matters.  In  2003  the  total  payments  to Mr.  Rogers  for  such  items  were
approximately $915.

                  ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Copies of the  following  documents  are  included  as  exhibits  to this report
pursuant to Item 601 of Regulation S-B.

Exhibits.

  Exhibit    Title of Document
    No.

    3.1      Articles of Incorporation, as amended *

    3.2      By-Laws *

                                       11

<PAGE>

    10.1     Option granted to Wayne M. Rogers **

    10.2     Option granted to Jack M. Gertino **

    31.1     Certification of the Chief Executive Officer and
             Chief Financial Officer pursuant to Section 302 of
             the Sarbanes-Oxley Act of 2002

    32.1     Certifications of the Chief Executive Officer and
             Chief Financial Officer pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002

* These  exhibits are  incorporated  herein by this  reference to the  Company's
Registration  Statement  on Form 10-SB filed with the  Securities  and  Exchange
Commission on August 21, 1997.

** These  exhibits are  incorporated  herein by this  reference to the Company's
Quarterly  Report on Form 10-QSB for the quarter ended June 30, 1999, filed with
the Securities and Exchange Commission on August 13, 1999.

FORM 8-K FILINGS

No reports on Form 8-K were filed in the last calendar quarter of 2003.

               ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed by our principal  accounting firm, for fees billed for
fiscal years ended December 31, 2003 and 2002 are as follows: Audit Fee

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by HJ Associates & Consultants,  LLP, the Company's  principal
accountant, for the audit of the Company's annual financial statement and review
of financial  statements  included in the Company's  10-QSB reports and services
normally  provided by the accountant in connection with statutory and regulatory
filings or  engagements  were  $3,623 for fiscal  year ended 2002 and $3,995 for
fiscal year ended 2003.

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal  accountant that are reasonably related to the
performance of the audit or review of the Company's  financial  statements  that
are not reported above were $0 for fiscal year ended 2002 and $0 for fiscal year
ended 2003.

Tax Fees

The aggregate fees billed in each of the last two fiscal years for  professional
services  rendered by the principal  accountant for tax compliance,  tax advise,
and tax planning were $0 for fiscal year ended 2002 and $0 for fiscal year ended
2003.

All Other Fees

The aggregate  fees billed in each of the last two fiscal years for products and
services provided by the principal accountant,  other than the services reported
above were $0 for fiscal year ended 2002 and $0 for fiscal year ended 2003.

The Company does not have an audit committee  currently  serving and as a result
our board of directors performs the duties of an audit committee.  The Company's
board of directors  will evaluate and approve in advance,  the scope and cost of
the  engagement  of an auditor  before the auditor  renders  audit and non-audit
services. We do not rely on pre-approval policies and procedures.

                                       12

<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                      RED HORSE ENTERTAINMENT CORPORATION



Date: March 26, 2004                  By:  /s/ Wayne M. Rogers
                                           Chief Executive and Financial Officer

     In  accordance  with the Exchange  Act,  this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



Dated:  March 26, 2004                   /s/ Wayne M. Rogers, Director



Dated:  March 26, 2004                   /s/ Bill Rogers, Director



Dated:  March 26, 2004                   /s/ Jack Gertino, Director



                                       13

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)

                              Financial Statements

                                December 31, 2003

                                      INDEX


Independent Auditors' Report .............................................. 15

Balance Sheet.............................................................. 16

Statements of Operations .................................................. 17

Statements of Stockholders' Equity ........................................ 18

Statements of Cash Flows .................................................. 21

Notes to the Financial Statements ......................................... 23

                                       14

<PAGE>







                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Red Horse Entertainment Corporation
(A Development Stage Company)
Los Angeles, California

We have  audited  the  accompanying  balance  sheet of Red  Horse  Entertainment
Corporation  (a  development  stage  company)  as of  December  31, 2003 and the
related statements of operations,  stockholders'  equity, and cash flows for the
years  ended  December  31,  2003 and 2002  and  from the date of  inception  on
December 4, 1987 through December 31, 2003.  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 audit 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 Red  Horse  Entertainment
Corporation  (a  development  stage  company)  as of  December  31, 2003 and the
results of its  operations  and its cash flows for the years ended  December 31,
2003  and  2002 and from the date of  inception  on  December  4,  1987  through
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America.


HJ Associates & Consultants, LLP


Salt Lake City, Utah
February 18, 2004

                                       15

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                                  Balance Sheet


                                     ASSETS

                                                                  December 31,
                                                                     2003
                                                                 ------------

CURRENT ASSETS

  Cash                                                           $    221,474
                                                                 ------------

   Total Current Assets                                               221,474
                                                                 ------------

   TOTAL ASSETS                                                  $    221,474
                                                                 ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                               $          -
  Accrued compensation (Note 7)                                        48,000
                                                                 ------------

   Total Current Liabilities                                           48,000
                                                                 ------------

STOCKHOLDERS' EQUITY

  Common stock; 50,000,000 shares authorized at $0.001 par value;
  455,073 shares issued and outstanding                                   455
  Additional paid-in capital                                          423,353
  Deficit accumulated during the development stage                   (250,334)
                                                                 ------------

   Total Stockholders' Equity                                         173,474
                                                                 ------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $    221,474
                                                                 ============

                                       16

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                            Statements of Operations

                                                                      From
                                                                  Inception on
                                          For the Years Ended      December 4,
                                             December 31,            1987 to
                                      -------------------------   December 31,
                                           2003         2002          2003
                                      ------------  -----------  -------------

REVENUES                              $          -  $         -  $           -

EXPENSES

  Officer compensation                      24,000       24,000         48,000
  Bad debt expense                               -            -         35,000
  Outside services                           2,459        2,234         15,565
  Professional fees                          6,275        5,699        100,203
  Rent                                           -            -          6,545
  Travel                                         -            -         18,336
  Promotion                                    143            -            143
  Administrative expenses                      915          958         33,196
  Depreciation                                   -            -          1,546
  Amortization                                   -            -            472
  Interest                                       -            -            418
                                      ------------  -----------  -------------

   Total Expenses                           33,792       32,891        259,424
                                      ------------  -----------  -------------

OTHER INCOME

  Interest income                              802        2,150        144,214
                                      ------------  -----------  -------------

   Total Other Income                          802        2,150        144,214
                                      ------------  -----------  -------------

LOSS BEFORE
 DISCONTINUED OPERATIONS                   (32,990)     (30,741)      (115,210)

LOSS FROM DISCONTINUED
 OPERATIONS (Note 3)                             -            -       (911,314)

GAIN ON DISPOSAL OF
 DISCONTINUED OPERATIONS
 (Note 3)                                        -            -        776,190
                                      ------------  -----------  -------------

NET LOSS                              $    (32,990) $   (30,741) $    (250,334)
                                      ============  ===========  =============

BASIC LOSS PER SHARE                  $      (0.07) $     (0.07)
                                      ============  ===========

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                   $    455,073      455,073
                                      ============  ===========

                                       17

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
<TABLE>
<CAPTION>
                                                                           Deficit
                                                                         Accumulated
                                      Common Stock         Additional    During the
                                 -----------------------    Paid-in      Development
                                   Shares       Amount      Capital         Stage
                                 ----------   ----------   -----------   -----------

<S>                              <C>          <C>          <C>           <C>
Balance, December 4, 1987                -    $       -    $        -    $       -

Shares issued to
 incorporators for cash
 $0.60 per share - restated         13,333           13         7,987            -

Net loss for period ended
 December 31, 1987                       -            -             -         (690)
                                 ----------   ----------   -----------   -----------

Balance, December 31, 1987          13,333           13         7,987         (690)

Shares issued at public offering
 $7.50 per share restated           38,537           39       289,001            -

Cost of public offering                  -            -       (84,056)           -

Sale of warrants                         -            -           100            -

Net loss for year ended
 December 31, 1988                       -            -             -       (4,538)
                                 ----------   ----------   -----------   -----------

Balance, December 31, 1988          51,870           52       213,032       (5,228)

Net loss for year ended
 December 31, 1989                       -            -             -       (5,073)
                                 ----------   ----------   -----------   -----------

Balance, December 31, 1989          51,870           52       213,032      (10,301)

Net loss for year ended
 December 31, 1990                       -            -             -      (46,921)
                                 ----------   ----------   -----------   -----------

Balance, December 31, 1990          51,870           52       213,032      (57,222)

Net loss for year ended
 December 31, 1991                       -            -             -       (8,472)
                                 ----------   ----------   -----------   -----------

Balance, December 31, 1991          51,870    $      52    $  213,032    $ (65,694)
                                 ----------   ----------   -----------   -----------
</TABLE>

                                       18

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                           (A Development Stage Company)
                  Statements of Stockholders' Equity (Continued)

                                                                      Deficit
                                                                    Accumulated
                                  Common Stock        Additional    During the
                            -----------------------     Paid-in     Development
                              Shares       Amount       Capital        Stage
                            ----------   ----------   -----------   -----------

Balance, December 31, 1991      51,870   $       52   $   213,032   $  (65,694)

Shares issued to acquire
  100% of 127 Main
  Street, Inc.                  51,869           52           (52)           -

Net loss for year ended
  December 31, 1992                  -            -             -   (1,877,973)
                            ----------   ----------   -----------   -----------

Balance, December 31, 1992     103,739          104       212,980   (1,943,667)

Adjustment for fractional
  shares in 30-for-1
  reverse split                    122            -             -            -

Exercise of warrants           351,212          351       210,373            -

Net income for year ended
  December 31, 1993                  -            -             -    1,731,675
                            ----------   ----------   -----------   -----------

Balance, December 31, 1993     455,073          455       423,353     (211,992)

Net income for year ended
  December 31, 1994                  -            -             -        2,917
                            ----------   ----------   -----------   -----------

Balance, December 31, 1994     455,073          455       423,353     (209,075)

Net income for year ended
  December 31, 1995                  -            -             -        8,222
                            ----------   ----------   -----------   -----------

Balance, December 31, 1995     455,073          455       423,353     (200,853)

Net income for year ended
  December 31, 1996                  -            -             -        7,486
                            ----------   ----------   -----------   -----------

Balance, December 31, 1996     455,073          455       423,353     (193,367)

Net loss for the year ended
  December 31, 1997                  -            -             -         (683)
                            ----------   ----------   -----------   -----------

Balance, December 31, 1997     455,073   $      455   $   423,353   $ (194,050)
                            ----------   ----------   -----------   -----------

                                       19

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                           (A Development Stage Company)
                  Statements of Stockholders' Equity (Continued)


                                                                      Deficit
                                                                    Accumulated
                                  Common Stock        Additional    During the
                            -----------------------     Paid-in     Development
                              Shares       Amount       Capital        Stage
                            ----------   ----------   -----------   -----------


Balance, December 31, 1997     455,073   $      455   $   423,353   $ (194,050)

Net income for the year ended
 December 31, 1998                   -            -             -        2,753
                            ----------   ----------   -----------   -----------

Balance, December 31, 1998     455,073          455       423,353     (191,297)

Net income for the year ended
 December 31, 1999                   -            -             -           83
                            ----------   ----------   -----------   -----------

Balance, December 31, 1999     455,073          455       423,353     (191,214)

Net income for the year ended
 December 31, 2000                   -            -             -        5,077
                            ----------   ----------   -----------   -----------

Balance, December 31, 2000     455,073          455       423,353     (186,137)

Net loss for the year ended
 December 31, 2001                   -            -             -         (466)
                            ----------   ----------   ------------  -----------

Balance, December 31, 2001     455,073          455       423,353     (186,603)

Net loss for the year ended
 December 31, 2002                   -            -             -      (30,741)
                            ----------   ----------   -----------   -----------

Balance, December 31, 2002     455,073   $      455   $   423,353   $ (217,344)

Net loss for the year ended
  December 31, 2003                  -            -             -      (32,990)
                            ----------   ----------   -----------   -----------

Balance, December 31, 2003     455,073   $      455   $   423,353   $ (250,334)
                            ==========   ==========   ===========   ===========

                                       20

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                 From
                                                                              Inception on
                                                     For the Years Ended      December 4,
                                                        December 31,            1987 to
                                                  -------------------------   December 31,
                                                      2003         2002          2003
                                                  ------------  -----------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                               <C>           <C>          <C>
  Net loss                                        $   (32,990)  $  (30,741)  $   (250,334)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
    Depreciation                                            -            -          1,546
    Amortization                                            -            -            472
    Gain on disposal of discontinued operations             -            -       (776,190)
  Changes in operating assets and liabilities:
    Increase in accrued expenses                       24,000       24,000        334,334
                                                  ------------  -----------  -------------

  Net Cash Used by Operating Activities                (8,990)      (6,741)      (690,172)
                                                  ------------  -----------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Organization expenses                                     -            -        (10,925)
  Sale of fixed assets                                      -            -          4,000
  Purchase of equipment and leasehold improvements          -            -     (1,255,237)
                                                                             -------------

   Net Cash Used by Investing Activities                    -            -     (1,262,162)
                                                  ------------  -----------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from debentures                                  -            -      1,750,000
  Proceeds from stock issuance                              -            -        212,984
  Sale of warrants                                          -            -            100
  Exercise of warrants                                      -            -        210,724
                                                  ------------  -----------  -------------

   Net Cash Provided by Financing Activities                -            -      2,173,808
                                                            -            -   -------------

INCREASE  (DECREASE) IN CASH                           (8,990)      (6,741)       221,474

CASH AT BEGINNING OF PERIOD                           230,464      237,205              -
                                                  ------------  -----------  -------------

CASH AT END OF PERIOD                             $   221,474   $  230,464   $    221,474
                                                  ============  ===========  =============
</TABLE>

                                       21

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)

                                                                      From
                                                                  Inception on
                                          For the Years Ended      December 4,
                                             December 31,            1987 to
                                      -------------------------   December 31,
                                           2003         2002          2003
                                      ------------  -----------  -------------


SUPPLEMENTAL CASH FLOW INFORMATION

  Cash paid for interest              $          -  $         -  $         418
  Cash paid for income taxes          $          -  $         -  $           -

NON-CASH INVESTING ACTIVITIES

  Sale of subsidiary (Note 3)         $          -  $         -  $   2,022,287











                                       22

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002


NOTE 1 - ORGANIZATION AND CORPORATE HISTORY

     The  Company was  incorporated  in the State of Nevada on December 4, 1987,
     under the name of Quantus  Capital,  Inc.  Since its  inception  it has not
     engaged  in a  significant  business  activity  and is  considered  to be a
     development  stage company.  The articles of  incorporation  of the Company
     state that its purpose is to engage in the  business of making  investments
     and  acquisition of assets,  properties and businesses and to engage in any
     an all other lawful business.

     Pursuant to a special  meeting of  shareholders  held on March 9, 1992, the
     Company made the following changes:  (1) To issue 1,556,000 shares of stock
     to acquire 100% of the outstanding  shares of 127 Main Street  Corporation,
     (the  former  Subsidiary)  a Delaware  Corporation.  (2)  Adopted a plan of
     recapitalization  whereby the issued and outstanding  shares of the Company
     were  reverse  split  on  a  one  for  five  basis.  (3)  The  articles  of
     incorporation  were amended  changing  the name to Red Horse  Entertainment
     Corporation.

     During  September 1992, the former  Subsidiary  began operating a casino in
     Central  City,   Colorado,   however,   two  weeks  later  operations  were
     terminated.  The  subsidiary  was later sold (Note 6). In 1993, the Company
     affected a 1 for 30 reverse split bringing the  outstanding  shares down to
     103,739.  All  references  to  number of  shares  have  been  retroactively
     restated to reflect the reverse stock split.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Recognition of Income

     The  Company  recognizes  income  and  expenses  on the  accrual  basis  of
     accounting. The fiscal year of the Company ends on December 31.

     b.  Basic Loss Per Share

     The  computation  of basic  loss per share of common  stock is based on the
     weighted average number of shares issued and outstanding  during the period
     of the financial statements as follows:
                                                           December 31,
                                                       2003           2002
                                                  -------------  -------------

         Numerator - (loss)                       $     (32,990) $     (30,741)
         Denominator - weighted average number of
           shares outstanding                           455,073        455,073
                                                  -------------  -------------

         Loss per share                           $       (0.07) $       (0.07
                                                  =============  =============

     The Company has exceeded 50,000 options from the loss per share calculation
     as their effect is anti-dilutive in nature.

                                       23

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     c.  Provision for Taxes

     Deferred  taxes are  provided on a liability  method  whereby  deferred tax
     assets are recognized for deductible  temporary  differences  and operating
     loss and tax credit  carryforwards  and deferred tax assets are  recognized
     for  taxable   temporary   differences.   Temporary   differences  are  the
     differences  between the  reported  amounts of assets and  liabilities  and
     their tax bases.  Deferred tax assets are reduced by a valuation  allowance
     when,  in the opinion of  management,  it is more likely than not that some
     portion or all of the deferred  tax assets will not be  realized.  Deferred
     tax assets and  liabilities  are adjusted for the effects of changes in tax
     laws and rates on the date of enactment.

         Net deferred tax assets consist of the following components as of
         December 1, 2003 and 2002:
                                                        2003          2002
                                                    ------------  ------------
         Deferred tax assets
              NOL Carryover                         $    159,740  $    156,150
         Deferred tax liabilities                              -             -
         Valuation allowance                            (159,740)     (156,150)
                                                    ------------  ------------

         Net deferred tax asset                     $          -  $          -
                                                    ============  ============

     The income tax provision  differs from the amount of income tax  determined
     by  applying  the U.S.  federal  income  tax  rate to  pretax  income  from
     continuing operations for the years ended November 30, 2003 and 2002 due to
     the following:

                                                        2003          2002
                                                    ------------  ------------

         Book Income                                $    (12,866) $    (11,989)
         State Tax                                          (312)         (800)
         Accrued Payroll                                   9,360         9,360
         Other                                               228             -
         Valuation allowance                               3,590         3,429
                                                    ------------  ------------

                                                    $          -  $          -
                                                    ============  ============

     At December 31, 2003, the Company had net operating loss  carryforwards  of
     approximately  $793,000 that may be offset  against  future  taxable income
     from the year 2003 through  2023.  No tax benefit has been  reported in the
     December 31, 2003 financial  statements  since the potential tax benefit is
     offset by a valuation allowance of the same amount.

     Due to the change in  ownership  provisions  of the Tax Reform Act of 1986,
     net operating loss  carryforwards for Federal income tax reporting purposes
     are subject to annual limitations.  Should a change in ownership occur, net
     operating loss carryforwards may be limited as to use in future years.

                                       24

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     d.  Cash and Cash Equivalents

     The Company  considers  all highly  liquid  investments  with a maturity of
     three months or less when purchased to be cash equivalents.

     e.  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 the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

NOTE 3 - DISCONTINUED OPERATIONS

     On September 17, 1993,  the Company  decided to terminate the operations of
     its  former  subsidiary,  127  Main  Street  Corporation,  and  the  casino
     operations located at 127 Main Street,  Central City,  Colorado.  Cost over
     runs  resulting from site  conditions  made it  economically  unfeasible to
     continue operations. Consequently, the facility was abandoned and all lease
     options and  improvements  were lost.  The following is a summary of income
     (loss) from operations of 127 Main Street Corporation:

                 Revenue - 1992                                  $      40,029
                 Revenue - 1993                                          4,982
                                                                 -------------

                   Total Revenue                                        45,011

                 Operating expenses - 1992                             670,363
                 Operating expenses - 1993                             285,962
                                                                 -------------

                   Total Operating Expenses                            956,325
                                                                 -------------

                     Loss from Discontinued Operations           $    (911,314)
                                                                 =============
                 Write off of assets - 1992                      $  (1,246,097)
                 Gain on assumption of debt - 1993                   2,022,287
                                                                 -------------

                     Gain on Disposal of Discontinued Operations $     776,190
                                                                 =============

     On March 19,  1994,  the Company  entered into a stock  purchase  agreement
     whereby two officers of the Company purchased all of the outstanding shares
     of the Company's former subsidiary, 127 Main Street Corporation. The shares
     were sold for the nominal amount of $500.

                                       25

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2003 and 2002

NOTE 4 - STOCK OPTIONS

     On February 1, 1994, the Company issued options to two of its officers, for
     each one to purchase  25,000 shares of common stock at a price of $0.50 per
     share. The options expired in February 1999, and were replaced with two new
     options to purchase  50,000 shares each at an exercise  price of $0.625 per
     share, which expire in May 2009.

NOTE 5 - CONCENTRATIONS OF RISK

     The Company maintains a money market investment  account which accounts for
     $221,130  of the  balance of cash.  The full  account is not insured by the
     FDIC,  nor is it  guaranteed  by the bank.  The  investment  is  subject to
     investment risk, including potential principle loss.

NOTE 6 - NEWLY ISSUED ACCOUNTING PRONOUNCMENTS

     The Company  adopted the provisions of FASB Statement No. 143,  "Accounting
     for Asset Retirement  Obligations," FASB Statement No. 144, "Accounting for
     the Impairment or Disposal of Long-Lived  Assets," FASB  Statement  No.145,
     "Rescission  of FASB  Statements  No.  4,  44,  and 62,  Amendment  of FASB
     Statement  No. 13, and  Technical  Corrections,"  FASB  Statement  No. 146,
     "Accounting for Costs Associated with Exit or Disposal Activities," FIN 44,
     "Accounting  for Certain  Transactions  Involving  Stock  Compensation  (an
     interpretation   of  APB  Opinion  No.  25),"  FASB   Statement   No.  147,
     "Acquisitions  of Certain  Financial  Institutions  - an  amendment of FASB
     Statements  No.  72 and 144  and  FASB  Interpretation  No.  9,"  and  FASB
     Statement No. 148,  "Accounting for  stock-based  compensation - transition
     and  disclosure-  an  amendment of FASB  Statement  No. 123." The effect of
     these  adopted  provisions on the Company's  financial  statements  was not
     significant.

     In April 2003, the FASB issued  Statement No. 149,  "Amendment of Statement
     133  on  Derivative  Instruments  and  Hedging  Activities."  SFAS  149  is
     effective for contracts entered into or modified and for hedging activities
     designated  after June 30, 2003.  The Company is currently  reviewing  SFAS
     149.

     In May 2003,  the FASB issued  Statement No. 150,  "Accounting  for Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS 150 is effective  for financial  instruments  entered into or modified
     after May 31, 2003. The Company is currently reviewing SFAS 150.

NOTE 7 - ACCRUED COMPENSATION

     Officers performed services valued at $24,000 during 2003. Similar services
     of equal value were performed during 2002 but have yet to be paid.

                                       26