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

                                   FORM 10-QSB
                                Amendment No. 1


Mark one

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                     For the period ended March 31, 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 March
31, 2002 was 5,178,000.


<PAGE>

                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          QUARTERLY REPORT ON FORM 10-QSB
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2002
              AND FROM INCEPTION ON JULY 11, 1996 TO MARCH 31, 2002



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



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

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Accountant's Report..............................................     1

        Balance Sheets as of December 31, 2001 and March 31, 2002........     2

        Statements of Operations for the Three Months Ended
        March 31, 2001 and 2002; and from Inception on July 11,
        1996 to March 31, 2002...........................................     3

        Statement of Changes in Stockholders' Equity
        (Deficit) for the Periods Ended March 31, 2002...................     4

        Statements of Cash Flows for the Three Months
        Ended March 31, 2001 and 2002 and from
        Inception on July 11,  1996 to March 31, 2002....................     5

        Notes to Financial Statements....................................  6-11

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations..............................    12


                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings................................................    14

Item 2. Changes in Securities and Use of Proceeds........................    14

Item 3. Defaults Upon Senior Securities..................................    14

Item 4. Submission of Matters to a Vote of Security Holder...............    14

Item 5. Other Information................................................    14

Item 6. Exhibits and Reports on Form 8-K.................................    14

Signatures...............................................................    14






<PAGE>
                           OPPENHEIM & OSTRICK, CPA'S
                              4256 Overland Avenue
                            Culver City, California
                                 (310) 839-3930


To the Board of Directors and Members
RP Entertainment, Inc.
(A Development Stage Enterprise)
Los Angeles, California


We have reviewed the  accompanying  balance sheet of RP  Entertainment,  Inc. (A
Development Stage Enterprise) as of March 31, 2002 and the related statements of
operations, stockholders' equity and accumulated deficit and cash flows for each
of the three  months ended March 31, 2002 and 2001,  and from  inception on July
11, 1996 to March 31, 2002,  in  accordance  with  Statements  on Standards  for
Accounting  and Review  Services  issued by the American  Institute of Certified
Public Accountants.  All information  included in these financial  statements is
the representation of the Board of Directors and management of RP Entertainment,
Inc.

A review consists  principally of inquiries of Company  personnel and analytical
procedures  applied to financial data. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion  regarding the financial  statements taken
as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue  as a going  concern.  As  described  in Note 2,  the  Company  have no
earnings to date and has a significant  accumulated deficit. These circumstances
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plan in regard to this  matter are also  described  in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ Oppenheim & Ostrick, CPA's
--------------------------------
Oppenheim & Ostrick, CPA's
Culver City, California
May 20, 2002





<PAGE>

<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS



                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET


                                     ASSETS



<S>                                         <C>
                                            December 31,              March 31,
                                                2001                    2002
                                            ------------             (unaudited)
Current assets:                                                      -----------

   Cash and cash equivalents                $  34,705                $  28,914
   Related party receivable                     4,500                    4,500
                                            ------------             -----------

Property and Equipment:

   Net of accumulated depreciation                  0                        0
                                            ------------             -----------
         Total current assets               $  39,205                $  33,314
                                            ============             ===========



                      LIABILITIES AND STOCKHOLDERS' EQUITY


Stockholders' equity:
   Common stock, $001 par value
    authorized 50,000,000 shares,
    issued and outstanding
    5,178,000 shares                        $   5,178                $   5,178
   Additional paid-in capital                 324,822                  324,822
   Accumulated other
   comprehensive income                        (9,735)                  (9,735)
   Deficit accumulated during
    development stage                        (281,060)                (286,851)
                                            ------------             -----------

         Total stockholders' equity         $  39,205                $  33,414
                                            ============             ===========





                             See Accompanying Notes
</TABLE>

                                        2
<PAGE>
<TABLE>
<CAPTION>



                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STATE ENTERPRISE)
                       STATEMENT OF OPERATIONS AND DEFICIT
                ACCUMULATED DURING DEVELOPMENT STAGE (UNAUDITED)


                                                                              Cumulative From
                                                    Three Months               Inception on
                                                   Ended March 31,           July 11, 1996 to
                                                    2001     2002             March 31, 2002
                                                    ----     ----             --------------
<S>                                             <C>         <C>          <C>
                                                 (Unaudited)   (Unaudited)

Costs and Expenses

General and administrative expenses              $ (11,901)     $  (5,085)      $ (379,177)
                                                 ----------     ----------      -----------

Gross profit                                       (11,901)        (5,085)        (379,177)
                                                 ----------     ----------      -----------
Other income (expense):
    Lawsuit                                                                        100,000
    Other                                              232             95            2,988
                                                 ----------     ----------      -----------
                                                       232             95          102,988
                                                 ----------     ----------      -----------

Income (loss) before cumulative effect of
   change in accounting policies                   (11,669)        (4,990)        (276,189)

Cumulative effect of a change in
   accounting principles net of
   income taxes                                          0              0           (4,261)
                                                 ----------     ----------      -----------

Income (loss)  before taxes                        (11,669)        (4,990)        (280,450)

Provision for income taxes                             800            800            6,400
                                                 ----------     ----------      -----------

Net income (loss)                                $ (12,469)     $  (5,790)       $(286,850)
                                                 ==========     ==========      ===========

Net income (loss) per share:

   Basic                                         $    (0.1)     $    (0.1)       $   (0.06)
                                                 ==========     ==========      ===========
   Diluted                                       $    (0.1)     $    (0.1)       $   (0.06)
                                                 ==========     ==========      ===========

Weighted average number
   of shares used in the
   computation of net income
   (loss) per share                              5,178,000      5,178,000        5,148,000
                                                 ==========     ==========      ===========








                                     See Accompanying Notes
</TABLE>

                                               3

<PAGE>
<TABLE>
<CAPTION>




                                                        RP ENTERTAINMENT, INC.
                                                   (A DEVELOPMENT STAGE ENTERPRISE)
                                        STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                                          Deficit
                                                                                        Accumulated     Accumulated          Total
                                                                          Additional       Other        During the      Stockholders
                                    Comprehensive       Common Stock       Paid-in     Comprehensive    Development        Equity
                                       Income        Shares     Amount     Capital        Income           Stage          (Deficit)
                                       ------        ------     ------     -------        ------           -----          ---------
<S>                                <C>             <C>        <C>       <C>            <C>             <C>              <C>

Issuance of common stock for
  compensation                         $      0     5,000,000   $ 5,000    $      0       $     0       $       0        $   5,000

Common shareholder loss from
  inception on July 11, 1996
  to December 31, 1996                        0             0         0           0             0          (5,542)          (5,542)

Issuance of common stock                      0       155,000       155     309,845             0               0          310,000

Issuance of common stock for
  compensation                                0        23,000        23      14,977             0               0           15,000

Common shareholder loss for year
  ended December 31, 1997                     0             0         0           0             0        (218,248)        (218,248)

Common shareholder loss for year
  ended December 31, 1998                     0             0         0           0             0         (53,360)         (53,360)
                                         -------    ---------   -------     -------        -------      ---------         ---------

Balance at December 31, 1998                  0     5,178,000     5,178     324,822             0        (277,150)          52,850

Common share income for year ended
  December 31, 1999                           0             0         0           0             0          77,435           77,435
                                         -------    ---------   -------     -------        -------      ---------         ---------

Balance at December 31, 1999                  0     5,178,000     5,178     324,822             0        (199,715)         130,285

   Common share loss for year ended
   December 31, 2000
      Net loss                          (28,451)            0         0           0             0         (28,451)         (28,451)

      Unrealized loss on investments     (2,746)            0         0           0        (2,746)              0           (2,746)
                                         -------    ---------   -------     -------       --------      ---------         ---------
      Comprehensive income             $(31,197)
                                         =======
Balance at December 31, 2000                        5,178,000     5,178     324,822        (2,746)       (228,166)          99,088

   Common share loss for year
   ended December 31, 2001
      Net loss                          (52,894)            0         0           0             0         (52,894)         (52,894)
      Unrealized loss on investments     (3,989)            0         0           0        (6,989)              0           (6,989)
                                        -------     ---------  -------      -------       --------      ---------         ---------
      Comprehensive income             $(59,883)
                                        =======
Balance at December 31, 2001                        5,178,000  $  5,178    $324,822      $( 9,735)      $(281,060)        $ 39,205

      Net loss                                0             0         0           0             0          (5,791)          (5,791)
                                        -------     ---------  -------      -------      ---------      ----------        ---------
Balance at March 31, 2002 (unaudited)               5,178,000  $  5,178    $324,822      $ (9,735)      $(286,851)        $ 33,414
                                                    =========  ========     =======      =========      ==========        =========


                                                                      See Accompanying Notes

                                                                               4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                                        RP ENTERTAINMENT, INC.
                                                   (A DEVELOPMENT STAGE ENTERPRISE)
                                                  STATEMENT OF CASH FLOWS (UNAUDITED)



                                                                                                       Cumulative From
                                                                          Three Months                   Inception on
                                                                         Ended March 31,               July 11, 1996 to
                                                                     2001               2002            March 31, 2002
                                                                     ----               ----          ------------------
<S>                                                             <C>               <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss) from development stage operations             $(12,469)        $ ( 5,791)            $(286,851)
  Adjustments to reconcile net income (loss) from
   operations to cash used from operating activities:
      Depreciation and amortization                                    317                 0                10,241
      Compensation for common stock                                      0                 0                51,000
      Write-off, other assets                                            0                 0                 4,864
                                                                  --------           --------              --------
         Net cash (used) from operating activities                 (12,152)           (5,791)             (220,746)
                                                                  --------           --------              --------


CASH FLOWS FROM INVESTING ACTIVITIES:
  Investment in marketable securities                                    0                 0              (152,337)
  Proceeds from sale of marketable securities                            0                 0               131,168
  Capital Expenditures                                                   0                 0               (15,105)
  Loss on sale of marketable securities                                  0                 0                11,434
                                                                  --------           --------              --------
        Net cash used from investing activities                          0                 0               (24,840)
                                                                  --------           --------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds (repayment) of stockholder loans                              0                 0                (4,500)
  Cash proceeds from common stock                                        0                 0               279,000
                                                                  --------           --------              --------
        Net cash provided by financing activities                        0                 0               274,500
                                                                  --------           --------              --------

        Net cash increase (decrease)in cash equivalents            (12,152)           (5,791)               28,914

        Cash and cash equivalents, beginning balance                25,052            34,705                     0
                                                                  --------           --------              --------

        Cash and cash equivalents, ending balance               $   12,900          $ 28,914             $  28,914
                                                                  ========           ========              ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 Cash paid during the period for interest                       $        0          $      0             $       0
                                                                  ========           ========              ========

 Cash paid during the period for income taxes                   $      800          $    800             $   6,400
                                                                  ========           ========              ========















                                                        See Accompanying Notes
</TABLE>

                                                                  5


<PAGE>
                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                         FROM INCEPTION ON JULY 11, 1996
                                TO MARCH 31, 2002

(1)  General Background and Nature of Operations:

     RP  Entertainment,  Inc. (the Company or RPE) was incorporated in the State
of California in July 1966 as a C corporation and in 1996 subsequently  filed as
a  Nevada  corporation.   The  Nevada  articles  of  incorporation  specify  the
authorization  of  50,000,000  shares  of  common  stock at $.001  par value and
10,000,000 shares of preferred stock at $.001 par value. As of the balance sheet
date, no preferred stock was issued.  The Company raised  $310,000  representing
155,000  shares of common stock at $2 per share for the purpose of developing or
producing a film entertainment company involved in television  programming.  The
Company  also issued  5,000,000  shares of common stock to its founders at $.001
for organizing  the business.  The  production  and  distribution  of television
programming is a highly  competitive  business.  The Company will also engage in
foreign  distribution.  The  competition  will affect the  Company's  ability to
obtain the services of preferred  performers  and other creative  personnel.  RP
Entertainment,  Inc.'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,  RPE will  seek to  establish  an
aggressive marketing plan both on the internet and conventionally.

     During the next twelve months RPE 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 can not raise sufficient  equity, the Company
will seek to be acquired.

     Currently, RPE owns certain rights to the Hooters property as the result of
the settlement of a lawsuit. The settlement states that RPE will receive $750 an
episode  for  delivery  of each of 196  episodes.  RPE 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,
RPE 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 RPE received in 1999 $150,000 less a
$50,000 legal fee which netted RPE $100,000 at the closing to rescind all rights
except as mentioned earlier to the Hooters property.

     The Company is not currently working on any other programming.





                                       6
<PAGE>
                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                         FROM INCEPTION ON JULY 11, 1996
                                TO MARCH 31, 2002


(2)  Summary of Significant Accounting Policies:

     RP  Entertainment,  Inc.'s cash and available  credit are not sufficient to
support  operations  for the next year.  Accordingly if an acquisition or an IPO
were  not to  take  place  management  would  need  to  seek  additional  equity
financing.  These  financial  statements  have been  prepared  on the basis that
adequate financing will be obtained.

     The Company has  prepared  interim  financial  statement  that  include all
adjustments  which in the  opinion  of  management,  are  necessary  to make the
financial  statements not misleading.  The Company believes that all adjustments
of a normal recurring  nature that are necessary for a fair  presentation of the
results of the interim periods presented in this report have been made.

     a.   Revenue Recognition:

          The  Company  will  comply  with the  pending  adoption  of SOP  00-2,
     effective for fiscal years  beginning after December 15, 2000. The adoption
     of SOP 00-2 states that  revenue  cannot be  recognized  until the services
     have  been  provided  or the  amounts  earned,  i.e.,  activities  that are
     prerequisite to obtaining benefits, have been completed.

     b.   Cash and Cash Equivalents:

          RPE considers all  securities  with a maturity of three months or less
     when purchased as cash and cash equivalents.

     c.   Investment in Marketable Securities:

          Prior to August 13, 2001,  RPE invested in marketable  securities  and
     its  intent  is  to  treat  such  securities  as  available-for-sale.  Such
     securities are reported at fair value on the balance sheet.  All unrealized
     gains and losses are reported as a component of other comprehensive  income
     in stockholders' equity.  Realized gains or losses of marketable securities
     are based on the specific identification method.

     d.   Property and Equipment:

          Property and  equipment are stated at cost.  Depreciation  is computed
     using the  straight-line  method  over the  estimated  useful  lives of the
     assets,  generally  ranging  from  three to five  years.  Leased  equipment
     meeting  certain  criteria is capitalized  and the present value of related
     lease  payments is recorded as a  liability.  Amortization  of assets under
     capital  leases  is  computed  using  the  straight-line  method  over  the
     estimated useful lives of the assets, generally three to five years.

     e.   Income Taxes:

          RPE is taxed at Sub-chapter C Corporation income tax rates. Any timing
     differences  between  book and taxed  income  will be  recorded as deferred
     income taxes.



                                        7

<PAGE>
                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                         FROM INCEPTION ON JULY 11, 1996
                                TO MARCH 31, 2002


(2)  Summary of Significant Accounting Policies (cont'd):

     f.   Use of Estimates:

          The  preparation  of  the  financial  statements  in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and assumptions in determining the reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial  statements and reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     g.   Advertising:

          Advertising  costs  are  expensed  as  incurred.  No  advertising  was
     incurred since inception.

     h.   Other Comprehensive Income:

          The Company  has adopted the  provisions  of  Statement  of  Financial
     Accounting  Standards  No. 130 ("SFAS No. 130"),  "Reporting  Comprehensive
     Income." SFAS No. 130  establishes  standards  for reporting  comprehensive
     income and its  components  in financial  statements.  Other  comprehensive
     income,  as defined,  includes  all changes in equity  during a period from
     non-owner  sources.  To date, the Company has not had any transactions that
     are  required  to be  reported  as other  comprehensive  income  except for
     marketable securities classified as available-for-sale.

     i.   Segment Information:

          In June 1997, the Financial Accounting Standards Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards  No. 131 ("SFAS No.  131"),
     "Disclosures About Segments of an Enterprise and Related Information." SFAS
     No. 131  established  standards  for the way companies  report  information
     about operating segments in annual financial statement. It also established
     standards for related  disclosures about products and services,  geographic
     areas and major customers.

          The  disclosures  prescribed in SFAS No. 131 became  effective for the
     year ended December 31, 1998.  The Company has determined  that it operates
     as one business segment.



                                        8
<PAGE>

                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                         FROM INCEPTION ON JULY 11, 1996
                                TO MARCH 31, 2002


(2)  Summary of Significant Accounting Policies (cont'd):

     j.   Start-up Costs:

          For  financial  statements  for fiscal  years  beginning  on or before
     December 15,1998, new company organization or start-up costs are subject to
     the same  assessment  of  recoverability  that  would be  applicable  in an
     established  operating  entity (SFAS No. 7,  paragraph  10). For  financial
     statements for fiscal years  beginning  after  December 15, 1998,  costs of
     start-up  activities,  including  organization costs, should be expensed as
     incurred (SOP 98-5,  paragraph 12). Initial application of the SOP requires
     previously  capitalized  start-up  costs to be  expensed  in the  period of
     adoption and reported as the  cumulative  effect of a change in  accounting
     principle.  As a result of adopting SOP 98-5, the book and tax treatment of
     start-up  costs will be different,  creating a temporary  difference  under
     SFAS No. 109, "Accounting for Income Taxes." There is no effect on deferred
     taxes from this transaction.

     k.   Prepaid Registration Costs:

          Specific incremental costs directly attributable to proposed or actual
     offering of securities are deferred and charged  against the gross proceeds
     of the offering.  Management  salaries and other general and administrative
     expenses are not allocated as costs of the offering.  In the event that the
     offering  does not take place,  the prepaid  registration  expenses will be
     expensed  immediately.  In December 2001, the Company  withdrew its initial
     public  offering equity funding and wrote off $10,000 in legal fees related
     to prepaid registration costs.


(3)  Investment in Marketable Securities:

     The cost  basis of the  marketable  securities  at  December  31,  2000 was
$71,965. The market value of these securities was $69,219,  which resulted in an
unrealized loss of $2,746 for the year ended 2000.  Trading  activity during the
year  resulted  in a realized  loss of  $8,407.  The  proceeds  from the sale of
securities  were $71,965 and was reinvested in another  security.  During fiscal
year 2001,  there was an additional  unrealized loss of $6,989.  In August 2001,
all of the  investment in marketable  securities  were sold which  resulted in a
realized  loss of $3,027.  The proceeds of $59,203 were placed in a money market
fund.





                                        9
<PAGE>
                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                FROM INCEPTION ON JULY 11, 1996 TO MARCH 31, 2002



(3) Investment in Marketable Securities:

     Investment in equity securities is classified as follows:



                                              December 31,         March 31,
                                                  2001               2002
                                                                  (Unaudited)

          Available-for-sale (current)        $      0            $       0
                                              ===========         =============


     Aggregate  fair values,  gross  unrealized  holding  gains,  and unrealized
holding losses for available for sale equity securities are as follows:


                                               December 31,         March 31,
      Common Stock                                 2001                2002
                                                                    Unaudited)

          Fair value                            $    0             $       0
          Cost                                  $    0             $       0
          Gross unrealized losses               $  6,989           $       0


     The  unrealized  losses are a  component  of  comprehensive  income and are
reported as investing  activities in the cash flow  statements.  All  unrealized
holding losses were also reported as part of  stockholders'  equity in the above
balance sheet.


(4) Property and Equipment:

     Property and equipment include the following:

                                               December 31,          March 31,
                                                  2001                  2002
                                                                    (Unaudited)
          Computer equipment                    $  1,100              $   0
          Accumulated depreciation                (1,100)                 0
                                                ---------             ---------
                                                $    0                $   0
                                                =========             =========

     There was  $7,105 of other  capital  expenditures  related  to  programming
options and other  transactions  that had no value and were  written off or were
fully depreciated.







                                       10
<PAGE>
                             RP ENTERTAINMENT, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                         FROM INCEPTION ON JULY 11, 1996
                                TO MARCH 31, 2002

(5)  Related Party Transactions:

     There  are no  monies  owing  or  receivable  except  for an  advance  to a
principal  shareholder of $4,500.  The  receivable  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  received
approximately  $5,000  in 1999 and 2000  totaling  $10,000.  For the year  ended
December 31, 2001,  related party legal fees approximated  $16,500 including the
$10,000 paid in legal fees to prepare for a public offering.  This  registration
expense  was  received  by Mr.  Smith,  a related  party.  See  operating  lease
commitments  (Note 7) for more  details.  Also see (Note 1) for  founder  common
stock  transaction  for  5,000,000  shares at par value  ($.001)  or $5,000  for
starting the Company in 1996.


(6)  Income Taxes:

     The  Company  is a C  corporation  for  federal  and  state  income  taxes.
Accordingly no provision for income taxes has been made since the Company has no
income,  and loss  carry-forwards  through 2000 of approximately  $228,000.  The
Company recognizes deferred income tax if there is a difference between book and
tax  accounting.  Currently  there are no deferred  income taxes.  No income tax
footnote  schedules  were prepared as the Company has no income and no valuation
for tax loss  carry-forwards  are  needed  since  there is no  assurance  of any
profits from future operations.


(7)  Operating Lease Commitments:

     The Company does not lease office space.  It currently  operates out of the
law office of a shareholder and related party who organized RPE.


(8)  Stockholders' Equity:

     As of March 31, 2002,  there were  5,178,000  shares  issued.  See previous
footnotes and statement of changes in stockholders' equity for further details.


(9)  Other income is comprised of the following:

                                                                     For the
                                                                 Cumulative From
                           For the Three     For the Three         Inception on
                            Months Ended     Months Ended       July 31, 1996 to
                           March 31, 2001    March 31, 2002       March 31, 2002
                           --------------    --------------       --------------


    Other income             $       0         $      0            $      557
    Interest/dividends             232               95                13,865
    Gain (loss) from sale
      of securities                  0                0               (11,434)
                               -------           ------               -------
                             $     232         $     95            $    2,988
                               =======           ======               =======





                                       11

<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS FROM INCEPTION TO MARCH 31, 2002

Overview

We were  incorporated  on July 11, 1996 and our only  material  expense has been
legal  fees of  approximately  $160,000  in  connection  with  the  lawsuit  and
expenses.  Normal operating  expenses for the years ending December 31, 2000 and
2001 were $21,465 and  $49,591,  respectively  and for the three  months  ending
March 31, 2002 were $ 8,085.  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 three months ended March 31, 2001 (unaudited)  versus the three months ended
March 31, 2002 (unaudited)

The three months ended March 31, 2002 (unaudited)  versus the three months ended
March  31,  2001  (unaudited)   shows  a  decrease  in  operating   expenses  of
approximately $ 7,000.  The decrease was due in part for the  professional  fees
paid to a related party in 2001.








                                       12
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATIONS FROM INCEPTION TO MARCH 31, 2002 (CONT'D):


Liquidity and Capital Resources

In the opinion of management, available funds from cash of approximately $29,000
will satisfy our working  capital  requirements  through March 2003.  Therefore,
based on  discussions  with agents and authors,  we believe the earliest that we
will begin to generate revenues is approximately  June 2002. 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
<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 SECURITIESAND 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

None.






                                   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:  May 31, 2002                            By:  /s/  Douglas S. Borghi
                                               --------------------------------
                                               Douglas S. Borghi
                                               Chairman of the Board and
                                               President and Treasurer
                                               (Principal and Executive Officer)


Date:  May 31, 2002                            By:  /s/  John Holt Smith
                                               --------------------------------
                                               John Holt Smith
                                               Chief Executive Officer,
                                               Secretary and Director
                                               (Principal and Financial Officer)



                                       14