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, 2003


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

                                    000-49679
                             ---------------------
                             Commission File Number


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


          Nevada                                                  95-4834266
          ------                                                  ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                                LITFUNDING CORP.
                      5757 Wilshire Boulevard, Suite PH 10
                          Los Angeles, California 90036
               --------------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (323) 857-0448
                                 --------------
              (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 June 30,
2003 was 8,270,000.



                                       1
<PAGE>



                                LITFUNDING CORP.
                   (Formerly Known as RP Entertainment, Inc.)
                                   FORM 10-QSB



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



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

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Balance Sheets as of September 30, 2003 ..............................3

        Statements of Operations for the Six Months Periods Ended
        September 30, 2003 and 2002...........................................4
        Statements of Cash Flows for the Six Months Periods Ended
        September 30, 2003 and 2002...........................................5

        Notes to Financial Statements.........................................6


Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations..................................17

Item 3. Controls and Procedures..............................................22

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings....................................................23

Item 2. Changes in Securities and Use of Proceeds............................23

Item 3. Defaults Upon Senior Securities......................................24

Item 4. Submission of Matters to a Vote of Security Holder...................24

Item 5. Other Information....................................................24

Item 6. Exhibits and Reports on Form 8-K.....................................24

Signatures...................................................................25




                         PART I - FINANCIAL INFORMATION




                                       2
<PAGE>




ITEM 1.   FINANCIAL STATEMENTS
------------------------------






                                LIFTFUNDING CORP.
                       (Formerly, RP Entertainment, Inc.)
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (Unaudited)

                                     ASSETS


Cash & cash equivalents                                            $     18,330
Accounts receivable, net                                                223,938
Contingent advances less reserve for unsuccessful resolution of
     lawsuit of $1,914,611                                           10,701,585
Prepaid commission on contingent advances                                11,932
Property and equipment, net                                             101,316
Other assets                                                             19,435
                                                                   -------------
                                                                   $ 11,076,536
                                                                   =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Accounts payable and accrued expenses                              $    563,322
Debenture deposits                                                      200,000
Interest payable                                                      4,690,951
Investor participation                                               18,778,672
Lease payable                                                            27,001
                                                                   -------------
         Total  liabilities                                           24,259,946

COMMITMENTS & CONTINGENCIES

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,  6,073,000 shares
issued and outstanding                                                    6,073
Additional paid in capital                                            3,074,411
Shares to be issued, 7592,250                                         1,138,838
Shares to be cancelled, 4,500,000                                      (675,000)
Accumulated deficit                                                 (16,727,732)
                                                                   ------------
         Total stockholders' deficit                                (13,183,410)
                                                                   ------------
                                                                   $ 11,076,536
                                                                   ============




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

                                       3
<PAGE>




                                LIFTFUNDING CORP.
                       (Formerly, RP Entertainment, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              For the three month periods    For the nine month periods
                                                                  ended September 30,           ended September 30,
                                                              2003              2002            2003            2002
                                                         ---------------   ---------------  --------------  -------------
<S>                                                           <C>               <C>             <C>              <C>
Net revenue                                              $      134,505    $    1,327,166   $   1,095,823   $  1,903,395

Operating expenses:
     Selling                                                    498,809           211,757         923,029        727,721
     Reserve for unsuccessful resolution of lawsuits            520,428            12,976         779,749      1,255,504
     General and administrative                                 727,776           182,466       2,777,113      1,917,094
                                                         ---------------   ---------------  --------------  -------------
          Total operating expenses                            1,747,013           407,199       4,479,891      3,900,319
                                                         ---------------   ---------------  --------------  -------------

Gain (loss) from operations                                  (1,612,508)          919,967      (3,384,068)    (1,996,924)

Non-operating income (expense):
     Interest expense, net of interest income                  (952,084)         (481,280)     (2,858,731)    (1,700,152)
                                                         ---------------   ---------------  --------------  -------------

Loss before income taxes                                     (2,564,592)          438,687      (6,242,799)    (3,697,076)

Provision for income tax                                              -                 -           1,600            800

                                                         ---------------   ---------------  --------------  -------------
Net loss                                                 $   (2,564,592)   $      438,687   $  (6,244,399)    (3,697,876)
                                                         ===============   ===============  ==============  =============

Basic and diluted weighted average number of
                                                         ---------------   ---------------  --------------  -------------
    common stock outstanding                                  9,165,250         8,270,250       8,591,532      8,270,250
                                                         ===============   ===============  ==============  =============

                                                         ---------------   ---------------  --------------  -------------
Basic and diluted net loss per share                     $        (0.28)   $         0.05   $       (0.73)         (0.45)
                                                         ===============   ===============  ==============  =============
</TABLE>




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

                                       4
<PAGE>



                                LIFTFUNDING CORP.
                       (Formerly, RP Entertainment, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                              2003               2002
                                                                         ---------------    ---------------
<S>                                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net loss                                                       $   (6,244,399)    $   (3,697,876)
          Adjustments to reconcile loss to net cash used in
          operating activities:
                Depreciation and amortization                                    23,955              6,363
                Reserve for unsuccessful resolution of lawsuits                 779,749          1,255,504
                Issuance of shares for compensation                              89,500                  -
                Stock option for employee compensation                                -           (116,873)
                Deferred compensation                                            29,250             29,250
                (Increase) / decrease in current assets:
                         Accounts receivable                                    342,136         (1,126,771)
                         Other receivable                                             -             26,826
                         Contingent advances                                    525,978         (8,825,340)
                         Prepaid commissions on contingent advances             871,699           (776,591)
                         Other current assets                                     5,604             (5,001)
                Increase / (decrease) in current liabilities:
                         Interest payable                                     2,717,770          1,053,933
                         Accounts payable and accrued expense                   411,765            (53,596)
                         Lease payable                                           27,001                  -
                                                                         ---------------    ---------------
                Total adjustments                                             5,824,407         (8,532,296)
                                                                         ---------------    ---------------
          Net cash used in operating activities                                (419,992)       (12,230,172)
                                                                         ---------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
                Buy back of subsidairy's stock                                   (7,000)                 -
                Acquisition of property & equipment                             (42,900)           (11,201)
                                                                         ---------------    ---------------
          Net cash used in investing activities                                 (49,900)           (11,201)
                                                                         ---------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
                Changes in investor participation                               118,507         11,777,295
                Issuance/purchase of redeemable common stock                          -         (1,000,000)
                Proceeds from issuance of common stock                                -            454,000
                Investor deposits                                                                 (823,750)
                Debenture deposits                                               70,000                  -
                Receipt of cash on acquisition                                   25,000                  -
                                                                         ---------------    ---------------
          Net cash provided by financing activities                             213,507         10,407,545
                                                                         ---------------    ---------------

NET DECREASE IN CASH & CASH EQUIVALENTS                                        (256,385)        (1,833,828)

CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                      274,715          2,649,032
                                                                         ---------------    ---------------

CASH & CASH EQUIVALENTS, ENDING BALANCE                                  $       18,330     $      815,204
                                                                         ===============    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
          Interest paid                                                  $      123,262     $      664,640
                                                                         ===============    ===============
          Income tax paid                                                $        1,600     $            -
                                                                         ===============    ===============

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
          Issuance of shares for compensation                            $       89,500     $            -
                                                                         ===============    ===============
</TABLE>






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

                                       5
<PAGE>






                                LITFUNDING CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.     ORGANIZATIONS AND DESCRIPTION OF BUSINESS

LitFunding Corp. formerly, 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.

On February 25, 2003, the Company entered into an Agreement of Merger with
California LitFunding, formerly LitFunding Corp. (LFC) a California corporation.
LFC became a subsidiary when the Articles of Merger between RP Acquisition
Corp., the Registrant's wholly owned subsidiary that was formed to facilitate
the merger, and LFC were filed with the Nevada Secretary of State. The charter
documents of the Company are the charter documents of the surviving corporation.
Pursuant to the Merger Agreement, 7,592,250 shares of common stock were to be
issued to the LFC shareholders in exchange for all the issued and outstanding
shares of LFC common stock. LitFunding Corp, a California corporation changed
its name to California LitFunding on May 30, 2003.

Pursuant to the Merger Agreement, the current officers of the Company resigned
and the officers of LFC were appointed as officers of the merged company. Upon
the closing of the merger, the current officers of the Company agreed to have
their 4,500,000 shares of the Company's common stock cancelled.

On March 3, 2003, the Company changed its name from RP Entertainment, Inc. to
LitFunding Corp.

California LitFunding (LFC) was incorporated in California on November 17, 2000.
The Company is in the business of funding individuals and/or entities that are
in the process of litigating as plaintiff in civil cases. Law case financing is
a program under which a non-recourse advance is made to a plaintiff, or to an
attorney for the purpose of covering the ongoing costs of the case (contingent
advances). LFC Company receives a fee for advancing the funding, which is based
on the length of time the funds are outstanding. If the recovery (amount of
settlement or award) is less than the aggregate fee (the contingent advance plus
the fees earned through repayment date), the aggregate fee will be reduced to
the amount of the recovery.

The acquisition of California LitFunding (LFC) has been accounted for as a
reverse acquisition under the purchase method of accounting since the
shareholders of California LitFunding obtained control of the consolidated
entity. Accordingly, the merger of the two companies has been recorded as a
recapitalization of California LitFunding, with California LitFunding being
treated as the continuing entity. The historical consolidated financial
statements to be presented will be those of California LitFunding. The
continuing company has retained December 31 as its fiscal year end. The
financial statements of legal acquirer are not significant; therefore, no pro
forma financial information is submitted. The consolidated financial statements
for the period ended September 30, 2003, include financial statements of the
Company and LFC whereas, the financial statements for the period ended September
30, 2002 comprised of the financial statements of LFC.



                                       6
<PAGE>


                                LITFUNDING CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



SEGMENT REPORTING

During the periods ended September 30, 2003 and 2002, the Company only operated
in one segment. Therefore, segment disclosure has not been presented.

2.       BASIS OF PREPARATION

The accompanying Interim Condensed Consolidated 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, 2002. In the opinion of management, all adjustments consisting of normal
reoccurring accruals have been made to the consolidated financial statements.
The results of operation for the nine months ended September 30, 2003 are not
necessarily indicative of the results to be expected for the fiscal year ending
December 31, 2003.

3.        RECENT PRONOUNCEMENTS

In December 2002, the FASB issued FAS No. 148, "Accounting for Stock-Based
Compensation Transition and Disclosure", which amended FAS No. 123, "Accounting
for Stock-Based Compensation." The new standard provides alternative methods of
transition for a voluntary change to the fair market value based method for
accounting for stock-based employee compensation. Additionally, the statement
amends the disclosure requirements of FAS No. 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. This statement is effective for financial statements
for the year ended December 31, 2002. In compliance with FAS No. 148, the
Company has elected to continue to follow the intrinsic value method in
accounting for its stock-based employee compensation plan as defined by APB No.
25 and has made the applicable disclosures below.

Had the Company determined employee stock based compensation cost based on a
fair value model at the grant date for its stock options under SFAS 123, the
Company's net loss per share would have been adjusted to the pro forma amounts
for the nine months ended September 30, 2003 (no options were issued in the nine
month period ended September 30, 2002) as follows ($ in thousands, except per
share amounts):

            Net loss - as reported                      $     6,244
            Stock-Based employee compensation
              expense included in reported net
              income, net of tax
                                                                  -
            Total stock-based employee
              compensation expense determined
              under fair-value-based method for all
              rewards, net of tax                       $         -
                                                        ------------
            Pro forma net loss                          $     6,244
                                                        ============




                                       7
<PAGE>


                                LITFUNDING CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



            Earnings per share:
            Basic, as reported                               0.71
            Diluted, as reported                             0.71
            Basic, pro forma                                 0.71
            Diluted, pro forma                               0.71


On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. FAS 149 amends
and clarifies the accounting guidance on (1) derivative instruments (including
certain derivative instruments embedded in other contracts) and (2) hedging
activities that fall within the scope of FASB Statement No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging Activities. FAS 149 also
amends certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or that
contain embedded derivatives that warrant separate accounting. FAS 149 is
effective (1) for contracts entered into or modified after June 30, 2003, with
certain exceptions, and (2) for hedging relationships designated after June 30,
2003. The guidance is to be applied prospectively. The adoption of SFAS No. 150
does not have a material impact on the Company's financial position or results
of operations or cash flows.

On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. FAS 150 changes the accounting
for certain financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity, by now requiring those instruments
to be classified as liabilities (or assets in some circumstances) in the
statement of financial position. Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement alternatives. FAS 150 affects an
entity's classification of the following freestanding instruments: a)
Mandatorily redeemable instruments b) Financial instruments to repurchase an
entity's own equity instruments c) Financial instruments embodying obligations
that the issuer must or could choose to settle by issuing a variable number of
its shares or other equity instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments d) FAS 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. For private companies, mandatorily
redeemable financial instruments are subject to the provisions of FAS 150 for
the fiscal period beginning after December 15, 2003. The adoption of SFAS No.
150 does not have a material impact on the Company's financial position or
results of operations or cash flows.

4.       INCOME TAXES

The company accounts for income taxes under the provisions of Statement of
Financial Accounting Standards No. 109, " Accounting for Income Taxes," under
which the liability method is used to calculate deferred income taxes. Under
this method, deferred tax assets and liabilities are determined based on the
differences between financial reporting and income tax basis of assets and
liabilities and are measured using enacted tax rates and laws that will be in
effect when the differences are expected to reverse.



                                       8
<PAGE>


                                LITFUNDING CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


No provision was made for Federal income tax since the Company has significant
net operating loss carryforwards. Through September 30, 2003, the Company
incurred net operating losses for tax purposes of approximately $11,000,000.
Differences between financial statement and tax losses consist primarily of
amortization allowance, was immaterial at September 30, 2003. The net operating
loss carryforwards may be used to reduce taxable income through the year 2022.
Net operating losses for carry-forwards 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, 2003 and 2002 were approximately $4,400,000 and $2,200,000,
respectively. A 100% valuation allowance has been established against the
deferred tax assets, as the utilization of the loss carrytforwards cannot
reasonably be assured.

5.     EARNING PER SHARE

Earnings per share for the nine month periods ended September 30, 2003 and 2002
were determined by dividing net income for the periods by the weighted average
number of both basic and diluted shares of common stock and common stock
equivalents outstanding. Stocks to be issued are regarded as common stock
equivalents and are considered in diluted earnings per share calculations.
Weighted average number of shares used to compute basic and diluted loss per
share is the same since the effect of dilutive securities is anti-dilutive.

6.       COMMITMENTS

LFC leases its office space under a non-cancelable operating lease, which
expired on November 30, 2002. The Company entered into an amendment of lease
agreement which extended the lease to January 14, 2006. Minimum annual rentals
for twelve-month periods ended, subsequent to September 30, 2003 are as follows:

                  Year                        Amount
                  2004                       $ 154,646
                  2005                         159,290
                  2006                          66,695
                  ----                      ----------
                  Total                      $ 380,631
                  =====                     ==========


Rent expense amounted to $84,851 and $45,909 for the nine month period ended
September 30, 2003 and 2002, respectively.



                                       9
<PAGE>



                                LITFUNDING CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


7.       DEBENTURES

During the year ended December 31, 2002, LFC issued 5-year 9% convertible
debentures amounting $ 130,000, due January 1, 2007. The interest is due
semi-annually on the first day of June and December of each year, commencing
June 1, 2003 until fully paid. LFC issued additional debentures amounting
$70,000 in the nine month period ended September 30, 2003.

The registered holders of the debentures has the right, after one year prior to
maturity, to convert the principal at the original conversion price of $10 for
one Common share or at the adjusted conversion price. If and whenever on or
after the date of this debenture, LFC issues or sells any share of common stock
for a consideration per share less than the initial conversion rate, then upon
such issue or sale, the initial conversion rate shall be reduced to the lowest
net price per share at which such share of common stock have been issued. The
debentures are subordinated to all the senior indebtedness, including debts
under Equity Participation Agreement.

8.        SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

On a consolidated basis, the Company prepares its statements of cash flows using
the indirect method as defined under the Financial Accounting Standard No. 95.

On a consolidated basis, the Company paid $1,600 for income tax and $123,262
interest during the nine month period ended September 30, 2003. The Company paid
$0 for income tax and $664,640 interest during the nine month period ended
September 30, 2002.

9.       GOING CONCERN

The Company's consolidated financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has accumulated deficit of $16,727,732 on
September 30, 2003 including a net loss of $6,244,399 during the nine month
period ended September 30, 2003. The Company's total liabilities exceeded the
total assets by $13,183,410 as of September 30, 2003. In view of the matters
described above, recoverability of a major portion of the recorded asset amounts
shown in the accompanying balance sheets is dependent upon continued operations
of the Company, which in turn is dependent upon the Company's ability to raise
additional capital, obtain financing and to succeed in its future operations.
The consolidated 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 plans to take the following steps that it believes will be sufficient
to provide the Company with the ability to continue in existence. (i) Management
intends to continue to raise additional financing through private equity or debt
financing to pay down Company debt and/or reduce the cost of debt service. (ii)
In that regard, the Company consummated a reverse acquisition on February 25,
2003 (note 1). The consolidated 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.



                                       10
<PAGE>


                                LITFUNDING CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

10.      LITIGATION

The Company is defendant in several litigations in normal course of business,
including litigation for return of investments. The Company believes these suits
are without merit and intends to defend these litigations in court of law.

On April 2, 2003 an involuntary bankruptcy petition was filed in the United
States Bankruptcy Court, Central District of California, Case No. LA03-19005ES
by nine petitioners who maintain that they are joint venturers, three of who
also claim to be "service providers." The Company believes that filing of the
Petition is wholly without merit, baseless and without facts or legal grounds to
support it. The Company intends to vigorously contest this Petition, seek to
have the Petition dismissed, and seek to recover all damages caused by the
filing of the Petition in proceedings in the Bankruptcy Court and/or the
Superior Court. The Company is permitted to continue and is continuing to
conduct its normal business notwithstanding the filing of the involuntary
petition. The Company has commenced discussions with the petitioners in the hope
of expediting dismissal of the involuntary petition.

On May 15, 2003, the Company moved the Court for an order of dismissal of the
pending bankruptcy petition. The Court treated the Company's motion as one for
summary judgment and ultimately denied the motion finding that there were
disputed factual issues.

On June 19, 2003, the petitioners moved the Court for an order appointing an
interim trustee. The court denied the motion, finding that the present
management posed no threat to depleting the Company's assets. The court also set
the matter for trial on August 28 and August 29, 2003.

In July, the Court continued the trial, upon application by the Petitioners,
until September 23, 2003.

On November 14, 2003 the Court decided to order the enforcement of a stipulation
that allowed the Company to enter into a voluntary Chapter 11 and the
Petitioners would in turn dismiss their action for an involuntary bankruptcy. At
the same time, the Court ordered a $500,000 bond in favor of the Company as a
buffer against damages.

This latest order was a result of a discussion, that was held subsequent to
court ordered mediation, in which the Company tentatively agreed to the wording
in a stipulation between the Petitioners and itself that would have to be
ratified by the Board of Directors.



                                       11
<PAGE>


                                LITFUNDING CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In that stipulation, the involuntary bankruptcy petition would be dismissed and
the Company would enter into a voluntary Chapter 11 in an effort to resolve the
dispute in a fair and equitable manner. The Company Board rejected some of the
terms of the stipulation and required that they be renegotiated.

Despite the fact that the board had not authorized a Chapter 11 filing, the
petitioners refused to conduct further negotiation and in a court hearing on
November 14, 2003 the Petitioners prevailed by convincing the Judge that the
stipulation did not require actual Board approval, but mere implied approval.
She approved the stipulation as written. At the same time the Judge also ordered
a $500,000 bond from the petitioners in favor of the Company for potential
damages.

Accordingly, the Company was placed into a voluntary Chapter 11 on November 18,
2003, and the hearing on the petition for an involuntary petition on November 24
and 25, 2003 has been cancelled.

The Company is willing to work within the framework of the stipulation however
there are several incongruous challenges. These are as follows:

    o     The holding Company has been placed into Chapter 11 and has few if any
          assets other than the shares of the subsidiary entities.
    o     The Chapter 7 involuntary petition has been dismissed.
    o     The holding Company has no debt contingent or otherwise to the
          Petitioners.
    o     The holding Company has been materially damaged and borrowed
          significant amounts of money from California LitFunding to defend
          itself.
    o     California LitFunding although damaged by the actions against it's
          parent is free to conduct business as normal.


The Company continues to believe that it has meritorious defenses including
among others:

    o     The filing of the Petition by the three former directors was motivated
          by self-interest and a desire to take over control of the assets of
          the Company by impeding normal business operations;
    o     On April 2, 2003 the subsidiary, California LitFunding was not
          insolvent; to the contrary, the it was current with all of its
          undisputed creditors, had substantial remaining cash on hand and fully
          expects to collect the more than $40.0 million it has in potential
          receivables
    o     On April 2, 2003 the Company that has now been placed into a chapter
          11 was not insolvent, to the contrary the Company owed no debt,
          contingent or otherwise to the petitioners and fully expected it's
          subsidiary to be successful in collecting the more than $40.0 million
          it is owed in fees and advances.
    o     But for the filing of the Petition, the Company would have entered
          into a transaction of $20.0 million to refinance the Company's
          disputed debt; and
    o     Both the Company and California LitFunding are continuing to conduct
          their business.



11.       RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the nine month
period ended September 30, 2003 presentation.

On November 7, 2003, three individuals and one foreign
entity filed a complaint styled Michael Becker et al vs. Marcelli et al in U.S.
District Court, Central District of California against two Company Directors
(but not the Company). This Complaint alleges misrepresentation and violation of
federal and California securities laws in the December 2001 offering of shares
to plaintiffs and in a December 13, 2002 "Rescission/Conversion Offering
Memorandum for Present Investors Only". Collectively, plaintiffs allege the
purchase of 178,000 of common stock for $7.00 per share. Based on the current
investigation of the allegations and current state of knowledge of counsel to
the Company, the Company believes that the possibility of it incurring material
liability for the claims in this complaint is remote.


                                       12
<PAGE>


ITEM 2.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:
--------------------------------------------------------

The following discussion and analysis of the Company's financial condition and
results of operations should be read in conjunction with the Company's financial
statements and the related notes thereto appearing elsewhere herein.

The following "Management's Discussion and Analysis or Plan of Operation"
includes "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 (the "Act"). The Act provides a "safe
harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact made
in this Form 10-QSB are forward-looking and are made pursuant to the Act. In
particular, any statements made in this Form 10-QSB regarding industry prospects
or the Company's future results of operations or financial position are
forward-looking statements. Forward-looking statements reflect the Company's
current expectations and are inherently uncertain. The forward-looking
statements contained herein are subject to a variety of risks and uncertainties,
including those discussed below under the heading "Factors That May Affect
Future Results" and elsewhere in this Quarterly Report on Form 10-QSB, that
could cause actual results to differ materially from those anticipated by the
Company's management. The Company's actual results may differ significantly from
the Company's expectations.

The Company is in the business of funding individual and/or entities that are in
the process of litigating as plaintiff in civil cases. Law case financing is a
program under which a non-recourse advance is made to an attorney for the
purpose of covering the ongoing costs (e.g. deposition, expert witnesses and the
like) of the case (contingent advances). The Company receives a fee for
advancing the funding, which is based on the length of time the funds are
outstanding. If the recovery (amount of settlement or award) is less than the
aggregate fee (the contingent advance plus the fees earned through repayment
date), the aggregate fee will be reduced to the amount of the recovery.

Pursuant to an Agreement of Merger with California LitFunding (LFC), a
California corporation, the Company acquired LFC.

California LitFunding (the Company) was incorporated in California on November
17, 2000. LitFunding Corp., a California corporation, changed its name to
California LitFunding on May 30th, 2003.

Pursuant to the Merger Agreement, the Company was to be issued 7,592,250 shares
of its common stock to the LFC shareholders in exchange for all the issued and
outstanding shares of LFC common stock. As per the Merger Agreement, the current
officers of the Company resigned and the officers of LFC were appointed as
officers of the combined company. Upon the closing of the merger, the former
officers of the Company agreed to have their 4,500,000 shares of the Company's
common stock cancelled. On March 3, 2003, the Company changed its name from RP
Entertainment, Inc. to LitFunding Corp. (LF).

The acquisition of California LitFunding has been accounted for as a reverse
acquisition under the purchase method of accounting since the shareholders of
California LitFunding obtained control of the consolidated entity. Accordingly,
the merger of the two companies has been recorded as a recapitalization of
California LitFunding, with California LitFunding being treated as the
continuing entity.


                                       13
<PAGE>

RESULTS OF OPERATIONS:

The results of operations of the Company for the nine months ended September 30,
2003 consisted of primarily the operations of LF and its 100% owned subsidiary
LFC. The results of operations for the nine months ended September 30, 2002
consisted of all the operations of LFC.

REVENUES AND COST OF REVENUES: The Company reported revenues of $1,095,823 and
$1,903,395 during the nine months ended September 30, 2003 and 2002,
respectively. The increase in revenue in the nine months ended September 30,
2003 over a similar period in the prior year was primarily due to increased
funding activity in 2003. Selling costs were $923,029 and $727,721 during the
nine months ended September 30, 2003 and 2002, respectively. The decrease is in
part due to reduced activity experienced as a result of the litigation described
in Part II, Item 1, below. General and administrative expenses were $2,777,113
and $1,917,094 during the nine months ended September 30, 2003 and 2002,
respectively. Reserve for unsuccessful resolution of lawsuits went down to
$779,749 in the nine months ended September 30, 2003 as compared to $1,255,504
in the nine month ended September 30, 2002. Loss from operations was $3,384,068
and $1,996,924 during the nine months ended September 30, 2003 and 2002,
respectively. The decrease in losses was primarily due to decrease in revenues
from the same period last year.

Almost all of the amount due to IEP holders that they have characterized as
interest and principal ( which the Company and LFC disputes ) is disputed and is
the root cause of the overall litigation that the company has had to defend
itself against. These expenses were $2,858,731 during the nine months ended
September 30, 2003 as compared to $1,700,152 in the nine months ended September
30, 2002. The Company would like its subsidiary to reach an overall settlement
with the petitioners and the other joint venturers. Should such a settlement be
achieved it is very likely that the expense accrued to date will be changed
significantly. This event could significantly change the financial statements
and the results presented thereon.

Net loss for the period ended September 30, 2003 was $6,244,399 as compared to
$3,697,876 for the period ended September 30, 2002. The basic and diluted net
losses per share were $0.73 and $0.45 during the nine months ended September 30,
2003 and 2002, respectively.


                                       14
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES: The Company's principal capital requirements
during the year 2003 are to fund the internal operations, defend it self from
the litigation described in Part II, Item 1, below and fund the increase in
litigation advances activity. The Company plans to raise necessary funds by
selling its own common shares or through the sale of interest bearing debentures
to selected investors. The Company will also consider establishing relationships
with selected business partners whose contributions include necessary cash.

As shown in the accompanying financial statements, the Company incurred a net
loss of $6,244,399 for the nine months ended September 30, 2003 as compared to a
net loss of $3,697,876 for the same period in 2002. Additionally, in accordance
with GAAP, the Company's total liabilities exceeded its total assets by
$13,183,410 at September 30, 2003. In the ordinary course of events, this would
raise substantial doubt about the company's ability to continue as a going
concern. . However, it is important to note that the company recognizes revenue
from advances only when a case has been resolved and when it is confident that
fees calculated will in fact be realized. As of September 30, 2003, if the
Company made no further advances to plaintiffs or their attorneys, the Company
can reasonably expect to collect approximately $40 million in fees and return of
principal over the next 12-24 months from open cases. The estimate is based on
historical performance and other factors affecting each case.

OPERATING ACTIVITIES: During the nine months ended September 30, 2003, net cash
used in operating activities decreased to $419,992 compared to net cash used in
operating activities of $12,230,172 during the same period in 2002. The decrease
in net cash used from operating activities resulted primarily from fewer funds
being available for advances to plaintiffs and their attorneys as the company
devoted its energy to the reverse merger discussed above and began the process
of seeking new more affordable capital. Other factors include the positive cash
flow from prepaid commission of $871,699 in the current nine months as compared
to usage of cash from prepaid commission of $776,591 in the same period last
year.

In addition, Petitioner characterized ( and Company disputed) interest payable
at September 30th, 2003, almost all of which is included in the litigation
described in Part 11 Item 1 below was $4,690,951

INVESTING ACTIVITIES: Net cash used in investing activities during the three
months ended September 30, 2003 was $49,900 as compared to $11,201 for the same
period in 2002.


                                       15
<PAGE>

FINANCING ACTIVITIES: Net cash provided by financing activities during the nine
months ended September 30, 2003 was $213,507 as compared to cash provided by the
financing activities of $10,407,545 during the same period in 2002. Decrease in
cash flow from financing activities was mainly due to decrease in proceeds from
investor participation.

As a result of the above activities, the Company experienced a net decrease in
cash of $256,385 for the nine months ended September 30, 2003 as compared to a
net decrease of $1,833,828 in the period ended September 30, 2002September 30,
2002.

The Company does not have any material capital expenditure commitments as of
September 30, 2003.

The Company fully expects that the current cash balances should, when combined
with the anticipated contract fee income on the Company's portfolio of advances,
be sufficient to finance the Company's operations for at least the next 12
months. The Company recognizes the fact that collections on settled cases have
and will continue to be negatively impacted by the improper filing of the law
suit described in Part 11, Item 1, below. Nevertheless, the Company is actively
pursuing additional institutional, private banking and other investment
opportunities.

FACTORS THAT MAY AFFECT FUTURE RESULTS:

The Company's cash flow is dependant on a lengthy collection cycle and factors
beyond its control that may require the company to obtain interim financing.

The Company collection cycle on advances made is lengthy. Based on the Company's
experience, cases may take between 12 and 24 months to reach resolution. The
larger cases may take longer than that. Once the Company advances the money, the
collection cycle is out of the Company's control. This may force the Company to
seek other sources of capital to fund its overhead expenses. There can be no
assurance that in such an event the Company could find such financing or that,
if it could, the financing would be available on satisfactory terms.



                                       16
<PAGE>


THE COMPANY HAS A LIMITED OPERATING HISTORY AND LACK OF PROFITABILITY:

LFC began business in late 2000 and has a limited operating history. During that
time, the LFC has incurred losses in every quarter since inception and is
subject to the risks and uncertainties usually encountered by early stage
companies.

In the past, LFC attracted large well known firms of attorneys as clients. This
too has been negatively impacted by the litigation against the Company described
in Part 11, Item 1, below. The company has not yet experienced an appreciable
inability to attract the talent that it needs. However risks remain that the
Company will not attract, train or integrate into the business organization
qualified personnel. Additionally, it is fair to expect that that fluctuations
in operating results may be significant as the Company develops and tests
business practices. There is also the risk that the Company will fail to
properly manage growth and expansion, if and when it occurs.

THE COMPANY AND LFC'S S ABILITY TO EXPAND IS LIMITED BY JURISDICTIONAL
LIMITATIONS:

Not all states allow advances to plaintiffs' attorneys and plaintiffs. Some
jurisdictions do not allow maintaining, supporting, promoting or assisting
another person, with money or otherwise, to prosecute a lawsuit. The Company is
of the opinion that there is more than enough business to pursue in those states
that do allow these advances but also acknowledges that at some indeterminate
time in the future, an inability to expand beyond such jurisdictions may
negatively impact its business, prospects and results of operations. Although
LFC has not been able to relocate the business and associated assets to the
State of Nevada because of the actions of the improper filing of the
involuntary, there is still an expectation that a reasonable resolution to the
dispute can be achieved that will allow this relocation to occur so that
favorable laws in that State can be used to the best advantage.

COMPANY COMMON STOCK IS LISTED ON THE OVER-THE COUNTER (OTC) BULLETIN BOARD
WHICH MAY MAKE IT MORE DIFFICULT FOR STOCKHOLDERS TO SELL THEIR SHARES AND MAY
CAUSE THE MARKET PRICE OF COMPANY COMMON STOCK TO DECREASE:

The Company's common stock is listed on the OTC Bulletin Board. Factors that may
affect potential liquidity include limited coverage by security analysts and the
news media. This may negatively affect the prices for shares of the Company's
common stock. The filing of the Chapter 11 is very likely to have a materially
negative effect on the price of the Company's stock and it is unclear whether
the Company will be able to continue it's listing on the OTC Bulletin Board.
Should this occur, the Company will suffer further damages that it will seek
recompense for from the Petitioners described above in litigation.

THE COMPANY'S STOCK PRICE MAY BE VOLATILE AND AN INVESTMENT IN SUCH COMMON
STOCKCOULD SUFFER A DECLINE IN VALUE:

The market price of the Company's common stock may fluctuate significantly in
response to a number of factors, some of which are beyond the Company's control.
These factors include:

    o     government regulatory action affecting the Company's services or
          competitors' services;
    o     actual or anticipated fluctuations in operating results;
    o     the loss of key management or other personnel;
    o     the loss of major customers;
    o     the outcome of any future litigation;
    o     broad market fluctuations; and economic conditions in the United
          States or abroad.


                                       17
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES
-------------------------------

         Evaluation of disclosure controls and procedures. We maintain controls
and procedures designed to ensure that information required to be disclosed in
this report is recorded, processed, accumulated and communicated to our
management, including our chief executive officer and our chief financial
officer, to allow timely decisions regarding the required disclosure. Within the
90 days prior to the filing date of this report, our management, with the
participation of our chief executive officer and chief financial officer,
carried out an evaluation of the effectiveness of the design and operation of
these disclosure controls and procedures. Our chief executive officer and chief
financial officer concluded, as of fifteen days prior to the filing date of this
report, that these disclosure controls and procedures are effective.


         Changes in internal controls. Subsequent to the date of the above
evaluation, we made no significant changes in our internal controls or in other
factors that could significantly affect these controls, nor did we take any
corrective action, as the evaluation revealed no significant deficiencies or
material weaknesses.

                                     PART II


ITEM 1. LEGAL PROCEEDINGS
-------------------------
The Company is defendant in several litigations in normal course of business,
including litigation for return of investments in the Company. The Company
believes these suits are without merit and intends to defend these litigations
in court of law.

On April 2, 2003 an involuntary bankruptcy petition was filed in the United
States Bankruptcy Court, Central District of California, Case No. LA03-19005ES
by nine petitioners later joined by another seven who maintain that they are
joint venturers, three of whom also claim to be "service providers."

The Company believes that filing of the Petition is wholly without merit,
baseless and without facts or legal grounds to support it. The Company has been
vigorously contesting this Petition and has sought to have it dismissed and will
seek to recover all damages caused by the filing of the Petition in the
Bankruptcy Court and/or the Superior Court. The Company and its subsidiary are
permitted to continue and are continuing to conduct its normal business
notwithstanding the filing of the involuntary petition.

On May 15, 2003, the Company moved the Court for an order of dismissal of the
pending bankruptcy petition. The Court treated the Company's motion as one for
summary judgment and ultimately denied the motion finding that there were
disputed factual issues.

On June 19, 2003, the petitioners moved the Court for an order appointing an
interim trustee. The court denied the motion, finding that the present
management posed no threat to depleting the Company's assets. The court also set
the matter for trial on August 28 and August 29, 2003.

In July, the Court continued the trial, upon application by the Petitioners,
until September 23, 2003, and then to November 24 and 25th 2003.

On November 14, 2003 the Court decided to order the enforcement of a stipulation
that allowed the Company to enter into a voluntary Chapter 11 and the
Petitioners would in turn dismiss their action for an involuntary bankruptcy. At
the same time, the Court ordered a $500,000 bond in favor of the Company as a
buffer against damages.

This latest order was a result of a discussion that was held subsequent to court
ordered mediation in which the Company tentatively agreed to the wording in a
stipulation between the Petitioners and itself that would have to be ratified by
the Board of Directors.


                                       18
<PAGE>

In that stipulation, the involuntary bankruptcy petition would be dismissed and
the Company would enter into a voluntary Chapter 11 in an effort to resolve the
dispute in a fair and equitable manner. The Company Board rejected some of the
terms of the stipulation and required that they be renegotiated.

Despite the fact that the board had not authorized a Chapter 11 filing, the
petitioners refused to conduct further negotiation and in a court hearing on
November 14, 2003 the Petitioners prevailed by convincing the Judge that the
stipulation did not require actual Board approval, but mere implied approval.
She approved the stipulation as written. At the same time the Judge also ordered
a $500,000 bond from the petitioners in favor of the Company for potential
damages.

Accordingly, the Company was placed into a voluntary Chapter 11 on November 18,
2003, and the hearing on the petition for an involuntary petition on November 24
and 25, 2003 has been cancelled.

The Company is willing to work within the framework of the stipulation however
there are several incongruous challenges. These are as follows:

    o     The (holding) Company has been placed into Chapter 11 and has few if
          any assets other than the shares of the subsidiary entities.
    o     The Chapter 7 involuntary petition has been dismissed.
    o     The (holding) Company has no debt contingent or otherwise to the
          Petitioners.
    o     The (holding) Company has been materially damaged and borrowed
          significant amounts of money from California LitFunding to defend
          itself.
    o     California LitFunding although damaged by the actions against its
          parent is free to conduct business as normal.


The Company continues to believe that it has meritorious defenses including
among others:

    o     The filing of the Petition by the three former directors was motivated
          by self-interest and a desire to take over control of the assets of
          the Company by impeding normal business operations;
    o     On April 2, 2003 the subsidiary, California LitFunding was not
          insolvent; to the contrary, that it was current with all of its
          undisputed creditors, had substantial remaining cash on hand and fully
          expects to collect the more than $40.0 million it has in potential
          receivables
    o     On April 2, 2003 the Company that has now been placed into a chapter
          11 was not insolvent, to the contrary the Company owed no debt,
          contingent or otherwise to the petitioners and fully expected its
          subsidiary LFC to be successful in collecting the more than $40.0
          million it is owed in fees and advances.
    o     But for the filing of the Petition, the Company and /or LFC would have
          entered into a transaction of $20.0 million to refinance the Company's
          disputed debt; and
    o     Both the Company and California LitFunding are continuing to conduct
          their business.

         On November 7, 2003, three individuals and one foreign entity filed a
complaint styled Michael Becker et al vs. Marcelli et al in U.S. District Court,
Central District of California against two Company Directors (but not the
Company). This Complaint alleges misrepresentation and violation of federal and
California securities laws in the December 2001 offering of shares to plaintiffs
and in a December 13, 2002 "Rescission/Conversion Offering Memorandum for
Present Investors Only". Collectively, plaintiffs allege the purchase of 178,000
of common stock for $7.00 per share. Based on the current investigation of the
allegations and current state of knowledge of counsel to the Company, the
Company believes that the possibility of it incurring material liability for the
claims in this complaint is remote.




                                       19
<PAGE>

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 undisputed indebtedness during the
period of this report. As set forth in Item 1, the Company disputes whether
there was any default on any alleged obligation to any investors as alleged by
the persons who filed the involuntary petition.


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
-----------------------------------------

Form 8-K filed April 17, 2003





                                       20
<PAGE>


                                   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.

                                          LITFUNDING CORP.
                                          (Registrant)



Date:  November 19, 2003                   By:  /s/  Morton Reed
                                          --------------------------------
                                          Morton Reed
                                          President and Chief Executive Officer

Date:  November 19, 2003                   By:  /s/  David Cohen
                                          --------------------------------
                                          David Cohen
                                          Chief Financial Officer






                                       21
<PAGE>



                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I, Morton Reed, President and Chief Executive Officer of the registrant, certify
that:

         1. I have reviewed this quarterly report on Form 10-QSB of LitFunding
Corp.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

                  b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

                  a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b. any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 19, 2003                  /s/ Morton Reed
                                          -------------------------------------
                                          Morton Reed
                                          President and Chief Executive Officer



                                       22
<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I, David Cohen, Chief Financial Officer of the registrant, certify that:

         1. I have reviewed this quarterly report on Form 10-QSB of LitFunding
Corp.;

         2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

                  a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

                  b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

                  a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b. any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

         6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  November 19, 2003                /s/ David Cohen
                                        ----------------------------------
                                        David Cohen
                                        Chief Financial Officer