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 June 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 June 30, 2003 ..................................3

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

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


Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations...............................7-12

Item 3. Controls and Procedures.............................................13

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings...................................................13

Item 2. Changes in Securities and Use of Proceeds...........................13

Item 3. Defaults Upon Senior Securities.....................................13

Item 4. Submission of Matters to a Vote of Security Holder..................13

Item 5. Other Information...................................................13

Item 6. Exhibits and Reports on Form 8-K....................................13

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




                         PART I - FINANCIAL INFORMATION





                                       2
<PAGE>


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



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



                                     ASSETS


 Cash & cash equivalents                                          $      37,299
 Accounts receivable, net                                               590,085
 Contingent advances less reserve for unsuccessful resolution
      of lawsuit of $2,001,156                                       11,258,603
 Prepaid commission on contingent advances                              363,797
 Property and equipment, net                                             79,048
 Other assets                                                            19,435

                                                                  --------------
                                                                  $  12,348,267
                                                                  ==============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

 Accounts payable and accrued expenses                            $     275,367
 Debenture deposits                                                     200,000
 Interest payable                                                     3,737,331
 Investor participation                                              18,764,137
                                                                  --------------
          Total  liabilities                                         22,976,835

 COMMITMENTS & CONTINGENCIES

 STOCKHOLDERS' DEFICIT
 Preferred stock, par value $.001 per share
   Authorized shares 10,000,000, none issued
 Common stock, par value $.001 per share
   Authorized shares 50,000,000, 6,073,000 shares
   issued and outstanding                                                 6,073
 Additional paid in capital                                           3,064,661
 Shares to be issued  7,592,250                                       1,138,838
 Shares to be cancelled  4,500,000                                     (675,000)
 Accumulated deficit                                                (14,163,140)
                                                                  --------------
          Total stockholders' deficit                               (10,628,568)
                                                                  --------------
                                                                  $  12,348,267
                                                                  ==============


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

                                       3
<PAGE>





                                LIFTFUNDING CORP.
                       (Formerly, RP Entertainment, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          For the three month periods         For the six month periods
                                                                ended June 30,                     ended June 30,
                                                              2003              2002            2003            2002
                                                         ---------------   ---------------  --------------  -------------
<S>                                                           <C>               <C>             <C>             <C>
Net revenue                                              $      798,823    $      292,785   $     961,318   $    576,229

Operating expenses:
     Selling                                                    135,854           167,192         424,220        515,964
     Reserve for unsuccessful resolution of lawsuits             74,474           663,484         259,321      1,242,528
     General and administrative                               1,528,159         1,190,658       2,049,337      1,734,628
                                                         ---------------   ---------------  --------------  -------------
          Total operating expenses                            1,738,487         2,021,334       2,732,878      3,493,120
                                                         ---------------   ---------------  --------------  -------------
Loss from operations                                           (939,664)       (1,728,549)     (1,771,560)    (2,916,891)

Non-operating income (expense):
     Interest expense, net of interest income                  (973,936)         (782,654)     (1,906,647)    (1,218,872)
                                                         ---------------   ---------------  --------------  -------------
Loss before income taxes                                     (1,913,600)       (2,511,203)     (3,678,207)    (4,135,763)

Provision for income tax                                              -                 -           1,600            800

                                                         ---------------   ---------------  --------------  -------------
Net loss                                                 $   (1,913,600)   $   (2,511,203)  $  (3,679,807)    (4,136,563)
                                                         ===============   ===============  ==============  =============

Basic and diluted weighted average number of
                                                         ---------------   ---------------  --------------  -------------
    common stock outstanding                                  8,329,261         8,270,250       8,299,919      8,270,250
                                                         ===============   ===============  ==============  =============

                                                         ---------------   ---------------  --------------  -------------
Basic and diluted net loss per share                     $        (0.23)   $        (0.30)  $       (0.44)         (0.50)
                                                         ===============   ===============  ==============  =============
</TABLE>




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

                                       4
<PAGE>


                                LIFTFUNDING CORP.
                       (Formerly, RP Entertainment, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2003 AND 2002
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                        2003               2002
                                                                                   ---------------    ---------------
<S>                                                                                     <C>                <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
           Net loss                                                                $   (3,679,807)    $   (4,136,563)
           Adjustments to reconcile loss to net cash used in
           operating activities:
                 Depreciation and amortization                                             13,308              5,734
                 Reserve for unsuccessful resolution of lawsuits                           74,474                  -
                 Issuance of shares for compensation                                       89,500                  -
                 Deferred compensation                                                     19,500            (99,125)
                 (Increase) / decrease in current assets:
                          Accounts receivable                                             (24,011)           (16,703)
                          Other receivable                                                      -              1,384
                          Contingent advances                                             674,235         (5,376,518)
                          Prepaid commissions on contingent advances                      519,834           (109,306)
                          Other current assets                                              5,604                  -
                 Increase / (decrease) in current liabilities:
                          Interest payable                                              1,764,150          1,051,920
                          Accounts payable and accrued expense                            123,811           (100,124)
                                                                                   ---------------    ---------------
                 Total adjustments                                                      3,260,405         (4,642,738)
                                                                                   ---------------    ---------------
           Net cash used in operating activities                                         (419,402)        (8,779,301)
                                                                                   ---------------    ---------------

 CASH FLOWS FROM INVESTING ACTIVITIES
                 Buy back of subsidairy's stock                                            (7,000)                 -
                 Acquisition of property & equipment                                       (9,986)            (9,405)
                                                                                   ---------------    ---------------
           Net cash used in investing activities                                          (16,986)            (9,405)
                                                                                   ---------------    ---------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
                 Changes in investor participation                                        103,972          7,943,111
                 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                  -
                 Shares issued on exercise of options                                           -             20,000
                                                                                   ---------------    ---------------
           Net cash provided by financing activities                                      198,972          6,593,361
                                                                                   ---------------    ---------------

 NET DECREASE IN CASH & CASH EQUIVALENTS                                                 (237,416)        (2,195,345)

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

 CASH & CASH EQUIVALENTS, ENDING BALANCE                                           $       37,299     $      453,687
                                                                                   ===============    ===============

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
           Interest paid                                                           $      118,000     $            -
                                                                                   ===============    ===============
           Income tax paid                                                         $        1,600     $            -
                                                                                   ===============    ===============

 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
 FINANCING ACTIVITIES
           Common stock options issued for services                                $            -     $      741,275
                                                                                   ===============    ===============
</TABLE>





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

                                       5
<PAGE>




                                LITFUNDING CORP.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS


1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS

LitFunding Corp. formerly, RP Entertainment, Inc. (the "Company") was
incorporated in the State of Nevada in July 1996 and in 2003 subsequent to
the merger changed its name to LitFunding Corp.

On February 25, 2003, the Company entered into an Agreement of Merger with
California LitFunding, formerly LitFunding Corp. (LFC) a California corporation
organized in November 2000. 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 30th, 2003.

Pursuant to the Merger Agreement, the then current officers of the Company
resigned and the officers of LFC were elected as officers of the merged 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.

California LitFunding (LFC) was incorporated in California on November 17, 2000.
The Company is in the business of funding individual law firms 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's 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 not repaid. 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 June 30, 2003, include financial statements of the Company
and LFC whereas, the financial statements for the period ended June 30, 2002
comprised of the financial statements of LFC.

Segment Reporting

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


                                       6
<PAGE>



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 six months ended June 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 six months ended June 30, 2003 (no options were issued in the six month
period ended June 30, 2002) as follows ($ in thousands, except per share
amounts):

            Net loss - as reported                      $      3,680
            Stock-Based employee compensation
              expense included in reported net
              loss, net of tax
                                                                   -
            Total stock-based employee
              compensation expense determined
              under fair-value-based method for all
              rewards, net of loss                      $          -
                                                        -------------
            Pro forma net loss                          $      3,680
                                                        =============

            Loss per share:
            Basic as reported                                   0.44
            Diluted, as reported                                0.44
            Basic, pro forma                                    0.44
            Diluted, pro forma                                  0.44




                                       7
<PAGE>



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 Company does not expect
the adoption of SFAS No. 149 to have a material impact on its 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 Company does not expect
the adoption of SFAS No. 150 to have a material impact on its 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.

No provision was made for Federal income tax since the Company has significant
net operating loss carryforwards. Through June 30, 2003, the Company incurred
net operating losses for tax purposes of approximately $8,500,000. Differences
between financial statement and tax losses consist primarily of amortization
allowance, was immaterial at June 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 June 30, 2003 and 2002 were approximately $3,700,000 and $2,400,000,
respectively. A 100% valuation allowance has been established against the
deferred tax assets, as the utilization of the loss carryforwards cannot
reasonably be assured.


                                       8
<PAGE>



5.     LOSS PER SHARE

Loss per share for the six month periods ended June 30, 2003 and 2002 was
determined by dividing net loss 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 loss 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

The Company 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 June 30, 2003 are as
follows:

                                   Year                           Amount

                                   2004                          $ 153,515
                                   2005                            158,123
                                   2006                             93,373
                                   ----                         -----------
                                   Total                         $ 405,011
                                   =====                        ===========


Rent expense amounted to $56,820 and $30,623 for the six month period ended June
30, 2003 and 2002, respectively.

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 six month period ended June 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

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

The Company paid $1,600 for income tax and $125,323 interest during the six
month period ended June 30, 2003. The Company paid $0 for income tax and
$129,500 interest during the six month period ended June 30, 2002. .



                                       9
<PAGE>



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 $14,163,140 on June
30, 2003 including a net loss of $3,679,807 during the six month period ended
June 30, 2003. The Company's total liabilities exceeded the total assets by
$10,628,568 as of June 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.      LITIGATION

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 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 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.



                                       10
<PAGE>


The Company believes it has meritorious defenses to the Petition, 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 Company was not insolvent; to the contrary, the
Company 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 expects to receive in fees and advances;
        o but for the filing of the Petition, the Company would have entered
into a transaction with one of four offerors of $20.0 million to refinance the
Company's debt; and
        o The Company is continuing to conduct its business on a modified basis

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.

The Company is optimistic that upon dismissal of the involuntary petition, it
will be able to promptly consummate one of the several available financings and
resume business as prior to the filings.

11.       RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the six-month
period ended June 30, 2003 presentation.



                                       11
<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 thecase (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, RP Entertainment, Inc. (the "Company") acquired 100%
outstanding shares of LFC.

California LitFunding (the Company) was incorporated in California on November
17, 2000. LitFunding Corp., a California corporation, changed it's 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.



                                       12
<PAGE>


RESULTS OF OPERATIONS:

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

REVENUES AND COST OF REVENUES: The Company reported revenues of $961,318 and
$576,229 during the six months ended June 30, 2003 and 2002, respectively.
The increase in revenue in the six months ended June 30, 2003 over a similar
period in the prior year was primarily due to increased funding activity in
2003. Selling costs were $424,220 and $515,964 during the six months ended June
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 $2,049,337 and $1,734,628 during the
six months ended June 30, 2003 and 2002, respectively. Reserve for unsuccessful
resolution of lawsuits went down to $259,321 in the six months ended June 30,
2003 as compared to $1,242,528 in the six month ended June 30, 2002. Loss from
operations was $1,771,560 and $2,916,891 during the six months ended June 30,
2003 and 2002, respectively. The decrease in losses was primarily due to
decrease in activities and resultant decrease in Reserve for unsuccessful
resolution of lawsuits of $983,207 from the same period last year.

Almost all of the interest expense discussed is disputed and is part of the
litigation described in Part 11, Item 1, below. Interest expenses were
$1,906,647 during the six months ended June 30, 2003 as compared to $1,218,872
in the six months ended June 30, 2002. The increase in interest expenses was due
to increase in disputed investor participation debts to $18,764,137 at June 30,
2003 from $15,139,145 as of June 30, 2002.

Net loss for the period ended June 30, 2003 was $3,679,807 as compared to
$4,136,563 for the period ended June 30, 2002. Although the Company had 39%
decrease in loss from operations in the period ended June 30th 2003 as compared
to the period ended June 30, 2002, the increase in interest by 56% in the period
ended June 30, 2003 as compared to the period ended June 30, 2002, only resulted
in an decrease of 11% in net loss for the current period as compared to net loss
from the corresponding period in the last year. The basic and diluted net losses
per share were $0.44 and $0.50 during the six months ended June 30, 2003 and
2002, respectively.

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 $3,679,807 for the six months ended June 30, 2003 as compared to a net
loss of $4,136,563 for the same period in 2002. Additionally, in accordance with
GAAP, the Company's total liabilities exceeded its total assets by $10,628,568
at June 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 June 30, 2003, if the company made no further advances
to plaintiff's 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.


                                       13
<PAGE>


OPERATING ACTIVITIES: During the six months ended June 30, 2003, net cash used
in operating activities decreased to $419,402 compared to net cash used in
operating activities of $8,779,301 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 $519,834 in the current six months as compared
to usage of cash from prepaid commission of $109,306 in the same period last
year.
In addition, interest payable at June 30th 2003, almost all of which is included
in the litigation described in Part 11 Item 1 below was $1,764,150 as compared
to $1,051,920 in the same period last year.

INVESTING ACTIVITIES: Net cash used in investing activities during the three
months ended June 30, 2003, was $16,986 as compared to $9,405 for the same
period in 2002.

FINANCING ACTIVITIES: Net cash provided by financing activities during the six
months ended June 30, 2003 was $198,972 as compared to cash provided by the
financing activities of $6,593,361 during the same period in 2002. Decrease in
cash flow from financing activities was mainly due to decrease in proceeds from
investor participation to $103,972 as compared to $7,943,111 in the
corresponding period last year.

As a result of the above activities, the Company experienced a net decrease in
cash of $237,416 for the six months ended June 30, 2003 as compared to a net
decrease of $2,195,345 in the period ended June 30, 2002.

The Company does not have any material capital expenditure commitments as of
June 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.



                                       14
<PAGE>


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

The Company began business in late 2000 and has a limited operating history.
During that time, the company 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, the Company has attracted large well known firms of attorneys as
clients. This too has been negatively impacted by the litigation 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'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. The company will continue to relocate business operations to its
Nevada headquarters to take advantage of laws in that state.

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 COMPANY'S STOCK PRICE MAY BE VOLATILE AND AN INVESTMENT IN SUCH COMMON STOCK
COULD 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.

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.



                                       15
<PAGE>


         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 party to several legal proceedings during the period of this
report.

BANKRUPTCY OR RECEIVERSHIP

    o    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 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
         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.


The Company believes it has meritorious defenses to the Petition, 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 Company by
         impeding normal business operations;
    o    the Company is not insolvent; to the contrary, the Company is current
         with all of its undisputed creditors, has substantial remaining cash on
         hand and fully expects to collect the more than $40.0 million it
         expects to receive in fees and advances;



                                       16
<PAGE>


    o    but for the filing of the Petition, the Company would have entered into
         a transaction with one of four offerors of $20.0 million to refinance
         the Company's debt; and
    o    The Company is continuing to conduct its business on a limited basis.
    o    There appears to be evidence of serious wrongdoing by the petitioners
         in the bringing and prosecution of the Petition.

The Company is optimistic that upon dismissal of the involuntary petition, it
will be able to promptly consummate one of several opportunities for financing.


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



                                       17
<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:   August 19, 2003                   By:  /s/  Morton Reed
                                          --------------------------------
                                          Morton Reed
                                          President and Chief Executive Officer

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






                                       18
<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:  August 19, 2003                    /s/ Morton Reed
                                          -------------------------------------
                                          Morton Reed
                                          President and Chief Executive Officer



                                       19
<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:  August 19, 2003                  /s/ David Cohen
                                        ----------------------------------
                                        David Cohen
                                        Chief Financial Officer