UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


Mark one

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                     For the period ended September 30, 2002


[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OF 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from _______to ________


                                    333-63352
                             ---------------------
                             Commission File Number


                             RP ENTERTAINMENT, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Nevada                                                  93-1221399
          ------                                                  ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                             RP ENTERTAINMENT, INC.
                      1900 Avenue of the Stars, Suite 1450
                          Los Angeles, California 90067
                         ------------------------------
               (Address of principal executive office) (Zip Code)

                                 (310) 277-1250
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.     Yes (X) No ( )

The  number  of  shares  outstanding  of the  registrant's  common  stock  as of
September 30, 2002 was 5,178,000.





<PAGE>

                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                   FORM 10-QSB



                                Table of Contents
                                -----------------



ITEM NO.  DESCRIPTION                                                      PAGE
--------  -----------                                                      ----

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Balance Sheets as of September 30, 2002 and June 30, 2002........    2

        Statements of Operations for the the and Nine Months Ended
        September 30, 2002 and 2001; and from Inception on July 11,
        1996 to September 30, 2002................................... ...    3
        Statements of Cash Flows for the Nine Months
        Ended September 30, 2001 and 2002 and from
        Inception on July 11,  1996 to September 30, 2002................    4

        Notes to Financial Statements....................................  5-7

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations..............................    8


                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings................................................    9

Item 2. Changes in Securities and Use of Proceeds........................    9

Item 3. Defaults Upon Senior Securities..................................    9

Item 4. Submission of Matters to a Vote of Security Holder...............    9

Item 5. Other Information................................................    9

Item 6. Exhibits and Reports on Form 8-K.................................    9

Signatures...............................................................    9





                                       1
<PAGE>
                         PART I - FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS


                             RP ENTERTAINMENT, INC.
                          (A development stage company)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2002
                                   (Unaudited)


                                     ASSETS
                                     ------

                                                                   September 30,
                                                                        2002
                                                                     (unaudited)
Current assets:                                                      -----------

   Cash and cash equivalents                                         $   9,678
   Related party receivable                                              4,500
                                                                     -----------
          Total current assets                                       $  14,500


Equipment, net                                                           2,000
                                                                     -----------
                                                                     $  15,928
                                                                     ===========



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

CURRENT LIABILITY:

   Accrued expense                                                   $   2,000


Stockholders' Deficit:
   Preferred stock, par value $.001
    per share; 10,000,000 shares
    authorized; no shares issued                                     $       -
   Common stock, par value $.001 per
    share; 50,000,000 shares authorized;
    issued and outstanding 5,178,000                                     5,178
   Additional paid-in capital                                          324,822
   Accumulated other
    comprehensive loss                                                  (9,735)
   Deficit accumulated during the
    development stage                                                 (306,377)
                                                                     -----------
                                                                        13,928
                                                                     -----------
         Total stockholders' deficit                                 $  15,928
                                                                     ===========








   The accompanying notes are an integral part of these financial statements.



                                       2

<PAGE>
<TABLE>
<CAPTION>


                                                RP ENTERTAINMENT, INC.
                                             (A development stage company)
                                               STATEMENTS OF OPERATIONS
                            THREE MONTH AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2002 & 2001
                                                   AND THE PERIOD FROM
                                     JULY 11, 1996 (INCEPTION) TO JUNE 30, 2002
                                                       (Unaudited)



                                                             THREE MONTHS ENDED         NINE MONTHS ENDED         JULY 11, 1996
                                                        SEPTEMBER 30   SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30      (INCEPTION) TO
                                                            2002            2001        2002         2001       SEPTEMBER 30, 2002
                                                         ---------      ----------   ---------    ----------      --------------
<S>                                                    <C>            <C>           <C>           <c>            <c>

REVENUE                                                 $       -       $       -    $       -    $       -       $         -

COSTS AND EXPENSES
    General & Administrative Expenses                       7,168           7,120       24,667       23,952           398,759
                                                         ---------      ----------   ---------    ----------      --------------
OPERATING LOSS                                            ( 7,168)         (7,120)     (24,667)     (23,952)         (398,759)

    Other income (expenses):
        Litigation                                              -               -            -            -           100,000
        Miscellaneous                                          34          (3,009)         190       (2,760)            3,083
                                                         ---------      ----------   ---------    ----------      --------------
                                                               34          (3,009)         190       (2,760)          103,083
LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE IN
  ACCOUNTING POLICIES                                      (7,134)        (10,129)     (24,477)     (26,712)         (295,676)

CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
  PRINCIPLES (NET OF INCOME TAX)                                -               -            -            -            (4,261)
                                                         ---------      ----------   ---------    ----------      --------------

LOSS BEFORE INCOME TAX                                     (7,134)        (10,129)     (24,477)     (26,712)         (299,937)

    Provision of Income Tax                                     -               -          800          800             6,400
                                                         ---------      ----------   ---------    ----------      --------------
 NET LOSS                                               $  (7,134)      $ (10,129)   $ (25,277)   $ (27,512)      $  (306,337)
                                                         =========      ==========   =========    ==========      ==============


WEIGHTED AVERAGE SHARES OF COMMON STOCK
  OUTSTANDING, BASIC AND DILUTED                        5,178,000       5,178,000    5,178,000    5,178,000
                                                        ==========      =========    =========    ==========

BASIC AND DILUTED NET LOSS PER SHARE                    $  (0.001)      $  (0.002)   $  (0.005)   $  (0.005)




                          The accompanying notes are an integral part of these financial statements.

                                                              3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                                  RP ENTERTAINMENT, INC.
                                              (A development stage company)
                                                STATEMENTS OF CASH FLOWS
                         NINE MONTH PERIODS ENDED SEPTEMBER 30, 2002 & 2001 AND THE PERIOD FROM
                                   JULY 11, 1996 (INCEPTION) TO SEPTEMBER 30, 2002
                                                      (Unaudited)

                                                                                                        JULY 11, 1996
                                                                     NINE MONTHS ENDED JUNE 30          (INCEPTION) TO
                                                                        2002            2001         SEPTEMBER 30, 2002
                                                                    -----------     -----------         -------------
<S>                                                                <C>            <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                     $  (25,277)     $ (27,512)         $   (306,337)
       Adjustments to reconcile net loss to net cash used in
       operating activities:
         Depreciation and amortization                                     750            317                10,991
         Stock issued for services                                          -               -                51,000
         "Write-off, other assets"                                          -               -                 4,864
         Prepaid expense                                                    -         (10,000)                    -
         Accrued expense                                                 2,000              -                 2,000
                                                                    -----------     -----------         -------------
          Net cash used in operating activities                        (22,527)       (37,195)             (237,482)
                                                                    -----------     -----------         -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
          Investment in marketable securities                                -              -              (152,337)
          Proceeds from sale of marketable securities                        -         35,203               131,168
          Capital Expenditures                                          (2,500)             -               (17,605)
          Loss on sale of marketable securities                              -          3,027                11,434
                                                                    -----------     -----------         -------------
          Net cash used in investing activities                         (2,500)        62,230               (27,340)
                                                                    -----------     -----------         -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
          Proceeds from issuance of shares                                   -              -               279,000
          Payments of related party loans                                    -              -                (4,500)
                                                                    -----------     -----------         -------------
          Net cash provided by financing activities                          -              -               274,500
                                                                    -----------     -----------         -------------

NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS                     (25,027)        25,035                 9,678

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                              34,705         25,052                     -
                                                                    -----------     -----------         -------------
CASH & CASH EQUIVALENTS, ENDING BALANCE                             $    9,678      $  50,087          $      9,678
                                                                    ===========     ===========         =============








                        The accompanying notes are an integral part of these financial statements.

                                                             4

</TABLE>

<PAGE>
                             RP ENTERTAINMENT, INC.
                          (A development stage company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS



1.   DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

RP  Entertainment,  Inc.  (the  "Company")  was  incorporated  in the  State  of
California in July 1966 as a C corporation and in 1996  subsequently  filed as a
Nevada  corporation.  The Company's objective is to develop or produce films and
be  involved  in  the  entertainment  industry  in  general  and  in  television
programming  in  particular.  The  Company  also  plans to be engaged in foreign
distribution. The Company is not currently working on any programming.

The accounting policies of the Company are in accordance with generally accepted
accounting  principles  and conform to the standards  applicable to  development
stage companies.

Basis of Preparation

The  accompanying   interim  condensed  financial  statements  are  prepared  in
accordance  with rules set forth in regulation SB of the Securities and Exchange
Commission.  As said, these  statements do not include all disclosures  required
under generally  accepted  principles and should be read in conjunction with the
audited  financial  statements  for the year ended  December  31,  2001.  In the
opinion of management, all adjustments consisting of normal reoccurring accruals
have been made to the  financial  statements.  The results of operation  for the
three-month and nine-month  periods ended September 30, 2002 are not necessarily
indicative of the results to be expected for the fiscal year ending December 31,
2002.

Use of estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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.

Reclassifications

Certain prior period amounts have been  reclassified to conform with the current
period presentation.

2.   RECENT PRONOUNCEMENTS

On July 20, 2001,  the FASB issued SFAS No. 141,  "Business  Combinations,"  and
SFAS No. 142,  "Goodwill and Other  Intangible  Assets." These  statements  make
significant changes to the accounting for business  combinations,  goodwill, and
intangible assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for  business  combinations  and  will  require  that  the  purchase  method  of
accounting be used for all business combinations  initiated after June 30, 2001.
Use of the  pooling-of-interests  method will be  prohibited.  This statement is
effective for business combinations completed after June 30, 2001.

SFAS No. 142  establishes  new  standards  for  goodwill  acquired in a business
combination  and  eliminates  amortization  of goodwill  and instead  sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a determinable  useful life will continue to be amortized over that period. This
statement became effective from January 1, 2002.

                                       5
<PAGE>
                             RP ENTERTAINMENT, INC.
                          (A development stage company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations".  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.

SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001.  SFAS No. 144 is effective for fiscal years beginning
after  December 15, 2001, and addresses  financial  accounting and reporting for
the impairment or disposal of long-lived assets. This statement  supersedes SFAS
No. 121 "Accounting  for the Impairment of Long-Lived  Assets and for Long-Lived
Assets to Be Disposed Of," and the  accounting  and reporting  provisions of APB
Opinion No. 30,  "Reporting the Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," for the disposal of a segment of a business.

The Company does not expect that the adoption of above  pronouncements will have
a material effect on its earnings or financial position.

In May 2002, the Board issued SFAS No. 145, Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS
145").  SFAS 145  rescinds  the  automatic  treatment  of gains or  losses  from
extinguishments  of debt as  extraordinary  unless  they meet the  criteria  for
extraordinary  items as outlined in APB Opinion No. 30, Reporting the Results of
Operations,  Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions. SFAS
145 also requires sale-leaseback accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback  transactions and makes
various technical corrections to existing pronouncements. The provisions of SFAS
145 related to the rescission of FASB Statement 4 are effective for fiscal years
beginning  after  May 15,  2002,  with  early  adoption  encouraged.  All  other
provisions of SFAS 145 are effective for  transactions  occurring  after May 15,
2002,  with early  adoption  encouraged.  The Company does not  anticipate  that
adoption of SFAS 145 will have a material  effect on our  earnings or  financial
position.

In June 2002,  the FASB issued SFAS No. 146 "  Accounting  for Costs  Associated
with exit or Disposal Activities." This Statement addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  (EITF)  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)."  This Statement
requires  that a  liability  for a cost  associated  with an  exit  or  disposal
activity  be  recognized  when the  liability  is  incurred.  Under Issue 94-3 a
liability for an exit cost as defined, was recognized at the date of an entity's
commitment  to an exit plan.  The Company does not  anticipate  that adoption of
SFAS 146 will have a material effect on our earnings or financial position.

3.   GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting  principles which contemplate  continuation of the
Company as a going  concern.  However,  the Company's has not earned any revenue
from its inception  (July 11, 1996)  through  September 30, 2002 and the Company
has incurred net losses from  inception  through  September 30, 2002 of $306,337
including a net loss of $25,277 during the nine month period ended September 30,
2002.  The  continuing  losses have  adversely  affected  the  liquidity  of the
Company. Losses are expected to continue for the immediate future.


                                       6
<PAGE>
                             RP ENTERTAINMENT, INC.
                          (A development stage company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

The  production  and   distribution  of  television   programming  is  a  highly
competitive  business.  The  competition  will affect the  Company's  ability to
obtain the services of preferred  performers and other creative  personnel.  The
Company's  plan of  operation  is to develop an on going  source of referrals to
acquire scripts for film and television production and the rights to merchandise
products  associated  with future film and/or  television  productions  of third
parties. To do this, the Company will seek to establish an aggressive  marketing
plan both on the  internet  and  conventionally.  Currently,  the  Company  owns
certain  rights to the  Hooters  property as the result of the  settlement  of a
lawsuit. The settlement states that the Company will receive $750 an episode for
delivery of each of 196  episodes.  The Company will receive  $1,000 per episode
for the next 103  episodes  over and above the first 196  episodes.  There is no
assurance that any episode will ever happen.

In the event the Hooters property is made into a theatrical motion picture,  the
Company will receive $250,000 upon the start of principal photography based upon
the Hooters property. All other rights on the final legal settlement goes to the
defendant (another  entertainment  company) including  trademarks,  logo and all
other revenue streams. For the settlement in 1999, the Company received $150,000
less $50,000  legal fee  resulting in a net amount of $100,000 at the closing to
rescind all rights except as mentioned earlier to the Hooters property.

These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  The  financial  statements  do not  include  any  adjustments
relating to the  recoverability  and classification of recorded asset amounts or
amounts and  classification  of liabilities  that might be necessary  should the
Company be unable to continue as a going concern.

Management  has taken the following  steps to revise its operating and financial
requirements,  which it believes are  sufficient to provide the Company with the
ability to continue as a going concern.  Management devoted  considerable effort
from  inception  through  the period  ended  September  30,  2002,  towards  (i)
obtaining additional equity and (ii) management of accrued expenses and accounts
payable.  During the next twelve  months,  the Company plans to satisfy its cash
requirements  by additional  equity  financing.  The initial public offering for
$250,000 was  withdrawn  for lack of market  support.  If financing  raised by a
private  placement in compliance  with SEC regulations  cannot raise  sufficient
equity, the Company will seek to be acquired.

Management  believes  that the above  actions will allow the Company to continue
operations through the next twelve months.

4.   STOCKHOLDERS EQUITY

On its  formation,  the Company issued  5,000,000  shares of common stock to its
founders at $.001 for  organizing  the  business.  In 1996,  the Company  issued
155,000  shares of common  stock for cash at $2 per share for a total  amount of
$310,000.  Also in 1996,  the Company  issued  23,000 shares of common stock for
compensation of $15,000.  As of September 30, 2002,  there were 5,178,000 shares
of common stock issued and outstanding.

5.   INCOME TAXES

No provision was made for Federal  income tax since the Company has  significant
net  operating  loss  carryforwards.  Through  September  30, 2002,  the Company
incurred  net  operating  losses for tax  purposes  of  approximately  $306,000.
Difference between the financial  statement and tax losses consists primarily of


                                       7
<PAGE>
                             RP ENTERTAINMENT, INC.
                          (A development stage company)
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

depreciation expense and was immaterial at September 30, 2002. The net operating
loss  carryforwards  may be used to reduce taxable income through the year 2017.
Net operating loss for  carryforwards  for the State of California are generally
available to reduce taxable income  through the year 2007. The  availability  of
the  Company's  net operating  loss  carryforwards  are subject to limitation if
there is a 50% or more positive change in the ownership of the Company's  stock.
The  provision  for income  taxes  consists of the state  minimum tax imposed on
corporations.

The net deferred tax asset balance, due to net operating loss carryforwards,  as
of  September  30,  2002 and 2001  were  approximately  $122,000  and  $102,000,
respectively.  A 100%  valuation  allowance  has been  established  against  the
deferred  tax  assets,  as the  utilization  of the loss  carrytforwards  cannot
reasonably be assured.

6.   RELATED PARTY TRANSACTIONS

The  Company  has a  receivable  of $4,500  from a  principal  shareholder.  The
receivable is non-interest  bearing,  unsecured and will be repaid as reimbursed
expenses with a related  party entity.  The other  principal  shareholder  is an
attorney and co-founder of the Company. Management and legal fees charged to the
Company  for the two  principal  shareholders  approximated  $106,000  of  which
$80,000  occurred  in 1997 and  $11,000  in 1998.  The  shareholders  were  paid
approximately  $5,000 in 1999,  $10,000 in 2000 and  $16,500 in 2001 as fees for
legal work  performed.  The  shareholders  received $2,000 for legal fees in the
nine months period ended September 30, 2002.


7.   SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company  prepares its statements of cash flows using the indirect  method as
defined under the Financial Accounting Standard No. 95.

The Company paid $800 for income tax in the nine months periods ended  September
30, 2002 and 2001.  Total amount paid for income taxes from  September  20, 1996
(inception)  through September 30, 2002 amounted to $6,400.  The Company paid $0
for interest  during the nine months  periods ended  September 30, 2002 and 2001
and from July 11, 1996 (inception) through September 30, 2002.

8.   COMMITMENT

Operating Lease Commitments

The Company does not lease office  space.  It currently  operates out of the law
office of a shareholder.




                                       8
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS FROM INCEPTION TO JUNE 30, 2002

Overview

We were  incorporated  on July 11,  1996.  Although,  we do not  have a  written
agreement or formal  arrangement with Mr. John Holt Smith in which he has agreed
to give us space for our offices,  we anticipate that Mr. Smith will continue to
allow us to have space with no charge.  Our belief  that Mr.  Smith will give us
space is based on the fact that Mr. Smith has a significant  equity  interest in
us. We believe that Mr. Smith will continue to allow us free space as long as he
maintains a significant  equity interest in us.  However,  in the event that Mr.
Smith sells some or all of his shares, he may not have a continued  incentive to
pay our office rent and related  expenses.  We cannot  assure you that Mr. Smith
will not sell some of all of his shares.

Our plan of Operation for the next twelve months is materially  dependent on our
ability to generate revenues.  If we are able to generate significant  revenues,
we anticipate  that those revenues will be used to option books or  screenplays,
provide us with working  capital and pay our legal and  accounting  fees for the
next twelve months.  If we do not generate those  revenues,  then we expect that
our  expenses  for the next twelve  months  will be  approximately  $50,000.  We
anticipate  that our expenses for the next twelve  months will be limited to the
day-to-day  expenditures  necessary to conduce  business such as  administrative
expenses,  which include  costs to maintain our telephone and to contact  agents
and authors.  Although it is difficult to quantify the day-to-day  expenses,  we
believe that such  expenses and the  acquisition  of two scripts will be no more
than $70,000 for the next twelve months in the event we raise no capital through
this offering. Our chief executive officer,  director and principal shareholder,
John Holt Smith, has provided office space since our inception.  Our belief that
Mr.  Smith  will pay our  expenses  is based on the fact  that Mr.  Smith  has a
significant equity interest in us and we believe that Mr. Smith will continue to
provide  office space as long as he maintains a significant  equity  interest in
us. If Mr.  Smith  does not take any legal  fees to raise  equity  capital,  the
Company's expenses can be reduced to approximately $34,000.

Results of Operations

The operating  expenses for the nine months ended September 30, 2002 was $24,667
as compared to $23,952 for the nine months ended  September  30,  2001.  The net
loss for nine months ended September 30, 2002 was $25,277 as compared to $26,712
for the nine months ended  September 30, 2001.  The increase was due in part for
the professional fees paid to a related party in 2002.

Liquidity and Capital Resources

In the opinion of management,  available funds from cash of approximately $9,678
at September 30, 2002 will satisfy our working capital requirements through June
2003.  Therefore,  based on discussions with agents and authors,  we believe the
earliest that we will begin to generate revenues is approximately  January 2003.
Our  belief is based on the fact that  identification  of  negotiations  for and
consummation of an option  agreement or developed  agreement would require about
3-4 months  time,  cost  $5,000 - $10,000  and require  further  development  or
rewrites over an additional  60-90 day period.  After all of which we would then
have to locate an Interested  and suitable  producer,  negotiate a sale or joint
venture production, or further development and production. Our plan of operation
provides  that we will sell  acquire  rights,  improve or develop the script and
then  the  developed  version  subject  to  our  distributors'   specifications.
Therefore,  our profits will be determined on a case-by-case basis. For example,
if we are selling  television  scripts to a producer of  television  shows to be
sold with their current  productions to CBS, then we will negotiate a percentage
of revenue derived from production based on the number of episodes.

We do not have any  material  commitments  for capital  expenditures,  nor do we
expect to expend any  material  amounts  for  advertising  or  promotion  of our
business.  We intend to use our  management's  established  relationships in the
entertainment  industry  to promote our  business by word of mouth and  personal
solicitations.

Our forecast for the period for which our financial  resources  will be adequate
to support our operations  involves risks and  uncertainties  and actual results
could fail as a result of a number of factors. We anticipate that we may need to
raise additional  capital to develop,  promote and conduct our operations.  Such
additional  capital may be raised through public or private financing as well as
borrowing and other sources.  There can be no assurance that additional  funding
will be available on favorable  terms, if at all. We have not  contemplated  any
plan of  liquidation  in the event that we do not  generate  revenues or raise a
substantial  amount in a private placement through the sale of our common stock.
We will be forced  to  terminate  our  business  operations  in the event we are
unable to raise additional capital in a private placement offering. 13

                                       9
<PAGE>
                                     PART II


ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal  proceedings  at this time or during the
period of this report.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company made no amendments or modifications of any instruments  governing or
affecting the rights of any security holders during the period of this report.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults in the payment of any  indebtedness  during the period of
this report.


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

No matters  were  submitted to a vote of security  holders  during the period of
this report.

ITEM 5. OTHER INFORMATION.

The registrant does not elect to state any other information in this report.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Exhibit 99.1 - Consent Pursuant to the Sarbanes-Oxley Act of 2002






                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                               RP ENTERTAINMENT, INC.
                                               (Registrant)



Date:  November 19, 2002                       By:  /s/  Douglas S. Borghi
                                               --------------------------------
                                               Douglas S. Borghi
                                               Chairman of the Board and
                                               President and Treasurer
                                               (Principal and Executive Officer)


Date:  November 19, 2002                       By:  /s/  John Holt Smith
                                               --------------------------------
                                               John Holt Smith
                                               Chief Executive Officer,
                                               Secretary and Director
                                               (Principal and Financial Officer)






                                       10