<PAGE>

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


                                   FORM 10-QSB


(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
                For the quarterly period ended September 30, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period from _________________ to _________________

                         Commission file number 0-12746


             H-Entertainment, Inc. (formerly Hart Industries, Inc.)
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


             Nevada                                     33-0661675
---------------------------------           ------------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
  incorporation or organization)


                       21031 Ventura Boulevard, Suite 520
                            Woodland Hills, CA 91364
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (818) 702-7900
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


                              Hart Industries, Inc.
--------------------------------------------------------------------------------
                 (Former name, former address and former fiscal
                       year, if changed since last report)

    APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                              PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 30, 2001, the Company
had 36,098,825 shares of common stock issued and outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]


                                       1
<PAGE>


                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.





                      H-ENTERTAINMENT, INC. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2001



                      H-ENTERTAINMENT, INC. AND SUBSIDIARY



                                    CONTENTS
                                    --------


PAGE   F-1          INDEPENDENT ACCOUNTANTS' REPORT

PAGE   F-2          CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2001
                    (UNAUDITED) AND DECEMBER 31, 2000

PAGE   F-3          CONSOLIDATED  STATEMENTS  OF OPERATIONS  FOR THE THREE AND
                    NINE MONTHS ENDED  SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)

PAGE   F-4          CONSOLIDATED  STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS
                    ENDED SEPTEMBER 30, 2001 AND 2000 (UNAUDITED)

PAGES  F-5 to F-7   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                       2
<PAGE>


                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------


To the Board of Directors of:
H-Entertainment, Inc. and Subsidiary


We have reviewed the accompanying consolidated balance sheet as of September 30,
2001 and the related consolidated statements of operations and cash flows of
H-Entertainment, Inc. and Subsidiary for the three and nine months ended
September 30, 2001. These consolidated financial statements are the
responsibility of the Company's management.

We conduct our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

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

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has recurring losses of $16,528,957 and a
working capital deficiency of $2,975,930 at September 30, 2001. These matters
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 6. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



WEINBERG & COMPANY, P.A.



Los Angeles, CA
November 30, 2001


                                       F-1

<PAGE>

<TABLE>
                      H-ENTERTAINMENT, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------
<CAPTION>
                                     ASSETS
                                     ------
                                                               September 30,
                                                                    2001       December 31,
                                                                (Unaudited)         2000
                                                               -------------   -------------
<S>                                                            <C>             <C>
CURRENT ASSETS
   Cash                                                        $      7,831    $     16,857
   Short-term investments                                            53,794          51,786
   Accounts receivable                                               13,555          22,775
   Inventory                                                              -          31,076
   Prepaid expenses                                                   7,450               -
                                                               -------------   -------------
     Total Current Assets                                            82,630         122,494
                                                               -------------   -------------

PROPERTY AND EQUIPMENT, NET                                         352,365       3,925,127
                                                               -------------   -------------

 OTHER ASSETS
   Restricted cash                                                        -           8,122
   Loans receivable - related parties                               172,283         165,809
   Security deposits                                                      -         265,950
                                                               -------------   -------------
     Total Other Assets                                             172,283         439,881
                                                               -------------   -------------

TOTAL ASSETS                                                   $    607,278    $  4,487,502
------------                                                   =============   =============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
   Cash overdraft                                              $    294,803    $     53,467
   Accounts payable and accrued expenses                            909,726       1,040,737
   Lines of credit                                                   77,735          45,370
   Notes and loans payable                                           67,962          99,765
   Loans payable - related company                                        -       3,130,388
   Loan payable - stockholders                                    1,626,372               -
   Capital lease obligations - current portion                       81,962          61,816
                                                               -------------   -------------
     Total Current Liabilities                                    3,058,560       4,431,543

LONG TERM LIABILITIES
   Capital lease obligations                                        158,626         194,811
                                                               -------------   -------------

TOTAL LIABILITIES                                                 3,217,186       4,626,354
-----------------                                              -------------   -------------

STOCKHOLDERS' DEFICIENCY
  Common stock, $.01 par value, 50,000,000 shares
     authorized, 32,953,825 and 24,892,500
     shares issued and outstanding, respectively                    329,538         248,925
  Common stock to be issued 430,000 shares                            4,300               -
  Treasury stock, at cost 21,864 shares                             (28,270)              -
  Additional paid in capital                                     14,066,723       9,547,225
  Accumulated deficit                                           (16,528,957)     (9,918,402)
  Stock issued for future services                                 (428,042)              -
                                                               -------------   -------------
                                                                 (2,593,308)       (122,252)
  Less subscriptions receivable                                     (16,600)        (16,600)
                                                               -------------   -------------

     Total Stockholders' Deficiency                              (2,609,908)       (138,852)
                                                               -------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $    607,278    $  4,487,502
----------------------------------------------                 =============   =============
</TABLE>
          See accompanying notes to consolidated financial statements.

                                       F-2

<PAGE>

<TABLE>

                                H-ENTERTAINMENT, INC. AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (UNAUDITED)
                                             -----------
<CAPTION>


                                       For the Three   For the Three   For the Nine    For the Nine
                                       Months Ended    Months Ended    Months Ended    Months Ended
                                       September 30,   September 30,   September 30,   September 30,
                                            2001            2000           2001            2000
                                       -------------   -------------   -------------   -------------

<S>                                    <C>           <C>               <C>             <C>
NET SALES                              $    460,942  $            -    $  1,453,402    $    161,491

COST OF SALES                               559,309           5,479       1,237,587          82,715
                                       -------------   -------------   -------------   -------------

GROSS (LOSS) PROFIT                         (98,367)         (5,479)        215,815          78,776

IMPAIRMENT OF PROPERTY AND EQUIPMENT      3,418,400               -       3,418,400               -

SELLING, GENERAL AND ADMINISTRATIVE       1,388,605         425,274       3,759,045       1,531,976
                                       -------------   -------------   -------------   -------------

LOSS FROM OPERATIONS                     (4,905,372)       (430,753)     (6,961,630)     (1,453,200)
                                       -------------   -------------   -------------   -------------

OTHER INCOME (EXPENSE)
  Interest income                               535           1,962           2,054           2,502
  Interest expense                          (32,953)         (1,102)        (58,018)         (1,420)
  Loss on disposal of assets                      -        (487,445)         (5,000)       (487,445)
  Management fee income                           -          90,000               -          90,000
  Proceeds from sale of investments,
   net of cost and expenses                       -               -         693,249               -
                                       -------------   -------------   -------------   -------------
    Total Other Income (Expense)            (32,418)       (396,585)        632,285        (396,363)
                                       -------------   -------------   -------------   -------------

NET LOSS                               $ (4,937,790)   $   (827,338)   $ (6,329,345)   $ (1,849,563)
--------                               =============   =============   =============   =============

NET LOSS PER COMMON SHARE AND
 EQUIVALENTS - BASIC AND DILUTED       $      (0.14)   $       (.04)   $      (0.18)   $      (0.08)
                                       =============   =============   =============   =============

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING DURING PERIOD - BASIC
 AND DILUTED                             34,197,050      24,702,865      33,735,318      24,307,687
                                       =============   =============   =============   =============
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                                 F-3

<PAGE>

<TABLE>
                           H-ENTERTAINMENT, INC. AND SUBSIDIARY
                                 STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)
                                        -----------
<CAPTION>


                                                              For the Nine   For the Nine
                                                              Months Ended   Months Ended
                                                              September 30,  September 30,
                                                                  2001           2000
                                                              ------------   ------------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    $(6,329,345)   $(1,849,563)
  Adjustments to reconcile net (loss) to net
   cash (used in) operating activities:
  Write-off inventory                                              31,076          5,479
  Depreciation                                                    227,222         58,068
  Gain on sale of investments                                    (695,257)             -
  Loss on asset disposal                                            5,000        522,445
  Stock based compensation                                        434,208              -
  Impairment of property and equipment                          3,418,400              -
  Changes in assets and liabilities
     (Increase) decrease in:
      Accounts receivable                                           9,220              -
      Prepaid expenses                                              6,994              -
     Increase (decrease) in:
      Accounts payable and accrued expenses                       (76,161)      (161,891)
      Cash overdraft                                              241,336        (71,983)
                                                              ------------   ------------
        Net Cash Used In Operating Activities                  (2,727,307)    (1,497,445)
                                                              ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                              (80,897)    (1,982,786)
  Deposits                                                        265,950        (16,451)
  Sale costs of investments                                      (214,907)             -
  Proceeds from sale of investments                               908,156        (35,000)
  Due from officers                                                (6,474)        36,475
  Restricted cash                                                   8,122              -
                                                              ------------   ------------
        Net Cash Provided By (Used In) Investing Activities       879,950     (1,997,762)
                                                              ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Due to stockholders                                           1,626,372              -
  Payments on lines of credit                                     (34,852)             -
  Payments on notes payable                                       (31,803)       (21,750)
  Payments on capital lease                                       (16,039)        (1,770)
  Loan from related company                                             -        857,008
  Purchase of treasury stock                                      (28,270)             -
  Proceeds from line of credit                                     52,773              -
  Proceeds from stock sale, net                                   270,150      2,777,663
                                                              ------------   ------------
        Net Cash Provided By Financing Activities               1,838,331      3,611,151
                                                              ------------   ------------

INCREASE IN CASH AND CASH EQUIVALENTS                              (9,026)       115,944

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                    16,857         71,693
                                                              ------------   ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                     $     7,831    $   187,637
-----------------------------------------                     ============   ============

Cash paid during the year for:
  Interest                                                    $    43,685    $     1,420
                                                              ============   ============
</TABLE>
               See accompanying notes to consolidated financial statements.

                                            F-4

<PAGE>

                      H-ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2001
                            ------------------------

NOTE 1  BASIS OF PRESENTATION
------  ---------------------

        The accompanying unaudited consolidated financial statements have been
        prepared in accordance with generally accepted accounting principles and
        the rules and regulations of the Securities and Exchange Commission for
        interim financial information. Accordingly, they do not include all the
        information necessary for a comprehensive presentation of financial
        position and results of operations.

        It is management's opinion, however that all material adjustments
        (consisting of normal recurring adjustments) have been made which are
        necessary for a fair financial statements presentation. The results for
        the interim period are not necessarily indicative of the results to be
        expected for the year.

        For further information, refer to the financial statements and footnotes
        for the year ended December 31, 2000 included in the Company's Form
        10-KSB filed April 16, 2001.

NOTE 2  INVESTMENTS
------  -----------

        The Company accounts for investments in accordance with Statement of
        Financial Accounting Standards No. 115 "Accounting for Certain
        Investments in Debt and Equity Securities." The Company classifies
        investments as available-for-sale securities, which are carried at their
        fair value, based upon the quoted market prices for those investments.

         In the fourth quarter of 2000, Holoworld, Inc., pursuant to an
         investment strategy, entered into agreements to purchase shares of
         H-Entertainment, Inc. from seven shareholders of H-Entertainment, Inc.
         Pursuant to those agreements, Holoworld ultimately purchased 231,248
         shares of H-Entertainment, Inc. common stock. During the first Quarter
         of 2001 Holoworld resold 209,384 H-Entertainment, Inc. shares for a
         total amount of $908,156. After costs and expenses Holoworld realized a
         net gain on these investment transactions of $693,249. Holoworld
         completed all such transactions prior to the acquisition of Holoworld
         assets by H-Entertainment, Inc.

NOTE 3  LINE OF CREDIT
------  --------------

        During the three months ended June 30, 2001, the Company entered into a
        second line of credit agreement for $57,333. The Company has pledged 11%
        of all future accounts receivables earned as repayment of the line of
        credit until the balance is paid in full. The loan has a fixed interest
        expense of $14,333 that is being amortized based on the repayments of
        the line of credit. The Company had $7,450 of unamortized interest
        expense at September 30, 2001.

                                       F-5

<PAGE>

                      H-ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2001
                            ------------------------

NOTE 4  CHANGE IN NAME
------  --------------

         The Board of Directors approved the change in the Company's name from
         Hart Industries, Inc. to H-Entertainment, Inc. to more accurately
         reflect the current operations of the Company.

NOTE 5  STOCKHOLDER' EQUITY
------  -------------------

        (A) STOCK SPLIT
        ---------------

        During August 2001, the Board of Directors authorized a 5 for 1 stock
        split. All capital stock shares and amounts and per share data have been
        retroactively restated to reflect the stock split.

        (B) COMMON STOCK ISSUED FOR SERVICES
        ------------------------------------

        During the three months ended September 30,2001, 1,075,000 common shares
        were issued for services to be provided in the future. The shares were
        valued at $862,250 the fair value on the date of the grant and will be
        amortized over the contract life. During the three months ended
        September 30, 2001, the Company expensed $434,208 for these services.

        (C) COMMON STOCK ISSUED FOR CASH
        --------------------------------

        During the three months ended September 30, 2001, 430,000 shares of
        common stock issued for cash in the amount of $227,250.

NOTE 6  GOING CONCERN
------  -------------

        As reflected in the accompanying financial statements, the Company's
        recurring losses aggregating $16,528,957 and working capital deficiency
        of $2,975,930 raise substantial doubt about its ability to continue as a
        going concern. The ability of the Company to continue as a going concern
        is dependent on the Company's ability to raise additional capital and
        implement its business plan. The financial statements do not include any
        adjustments that might be necessary if the Company is unable to continue
        as a going concern.

        The Company has continued to develop new locations with the intent to
        open additional restaurants and to increase the marketability of its
        products. The Company also intends to raise additional equity capital
        during 2001. Management believes that actions presently taken to obtain
        additional funding provide the opportunity for the Company to continue
        as a going concern.

                                       F-6

<PAGE>

                      H-ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2001
                            ------------------------

NOTE 7  SUBSEQUENT EVENT
------  ----------------

         During October 2001, the Company's landlord foreclosed on the Company's
         Denver location lease and the Company has ceased operations at that
         location. The Company has impaired all assets located at this location
         to net realizable value and has recognized a loss from impairment of
         $3,418,400.

                                       F-7

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General: CAUTIONARY STATEMENT REGARDING "FORWARD LOOKING STATEMENTS".

Statements contained in this quarterly report that are not based on historical
fact, including without limitation statements containing the words "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend," "expect" and
similar words, constitute "forward-looking statements". These forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, events or developments to be materially different
from any future results, events or developments expressed or implied by such
forward-looking statements. These factors include, among others, the following:
general economic and business conditions, both nationally and in the regions in
which we operate; technology changes; the competition we face; changes in our
business strategy or development plans; the high leverage of HENI; our ability
to attract and retain qualified personnel; existing governmental regulations and
changes in, or our failure to comply with, governmental regulations; liability
and other claims asserted against us; our ability or the ability of our
third-party suppliers to take corrective action in a timely manner with respect
to changing government regulations; and other factors referenced in our filings
with the Securities and Exchange Commission.

GIVEN THESE UNCERTAINTIES, READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON
FORWARD-LOOKING STATEMENTS.

Other than as required by law, we disclaim any obligation to update information
concerning the factors mentioned above or to publicly announce the result of any
revisions to any of the forward-looking statements contained herein to reflect
future results, events or developments.

                                        3

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (continued)

RESULTS OF OPERATIONS: The Company is a holding company, and we expect to cause
our restaurant operations to be conducted by one or more wholly owned
subsidiaries, including Holoworld Acquisition Corp. ("HAC"). HAC conducts the
business Holoworld had previously conducted, and until October 4th 2001 we were
operating a Holoworld Cafe in Denver, Colorado. Total revenues for the 3rd
quarter ending September 30,2001 were $460,942 compared to $0 revenues for the
quarter ended September 30, 2000. The revenues were attributable to the
completion of the acquisition of Holoworld, Inc. and its operations in Denver,
Colorado in the year 2001. The company's original criteria for locations is to
be in malls attracting more than five million customers with an anchor theater,
attracting more than one million ticket sales per year. In such case, the
customer traffic for Holoworld will be approximately 20%-25% of the theater's
annual ticket sales. The Denver Entertainment District is still in the
development stage and has not developed more than 50% of its space. The theater
has been reporting a little more than 600,000 ticket sales for the year and the
rest of the mall generates less than 2.5 million customers. Holoworld Cafe in
Denver was attracting approximately 7,500 customers every month that averages
out to 90,000 customers a year. The original projections of $18 per customer
were proven on target as the Denver facility had averaged $21 per customer.

As Holoworld Cafe is a new name, it is important to develop a brand name. The
location in Denver was closed due to lack of funds available. The company was
already experiencing difficulties in attaining more investment capital for its
necessary expansion needs due to the bad market conditions. The events of
September 11, 2001 made the situation worst and the steep decline in investments
together with the falling stock prices made it extremely difficult for the
company to attract investments.

Cost of sales for the period ending September 30, 2001 were $559,309
representing 121.34% compared to $5,479 for the period ending September 30,
2000. This is due to the Denver locations opening while the company had no
operations before September 30, 2000.

General and Administrative expenses for the quarter ended September 30, 2001
were $1,388,605 compared to $425,274 for the quarter ended September 30, 2000.
The company experienced significant expenses because of its Denver location,
design expansion for its proposed New York location and its expenses associated
with its public status.

During the quarter the company realized a net loss of approximately $4,937,790
which represented 1,071.23% of sales for the Quarter. This was mostly due to the
closure of the Denver facility and loss from impairment of property and
equipment of approximately $3,418,400. Without the loss from impairment of
property and equipment the operations would have recorded a net loss of
approximately $1,519,390. Loss per share for the quarter was $.14.

                                        4

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (continued)

LIQUIDITY AND CAPITAL RESOURCES. As of September 30, 2001, the Company had a
working capital deficit of approximately $2.98 million, which decreased
approximately $3.2 million from year end due primarily to a conversion of loans
payable into common stock. The Company utilized its equity securities for its
working capital needs in the first nine months of 2001. The Company had
approximately $7,831 and approximately $17,000 of cash on hand at September 30,
2001 and December 31, 2000, respectively. The limited cash balance is a direct
result of the Company having limited operations during the periods and being in
the development stage for its future additional locations. Currently, the
Company has no locations open. The Company has an immediate need for $1.4
million of cash to meet its working capital and capital commitment requirements
through December 31, 2001.

GOING CONCERN. The Company has experienced recurring net losses, has limited
liquid resources, and negative working capital. The Company's plan is to keep
searching for additional sources of capital, continue development of its other
locations and seek additional potential sites for future locations. Furthermore,
the Company intends to utilize its common stock for future financial support to
finance its needs, primarily through private placements of equity securities.
Such conditions raise substantial doubt about the Company's ability to continue
as a going concern. As such, the Company's independent accountants have modified
their report for the Company's latest fiscal year ended December 31, 2000 to
include an explanatory paragraph with respect to the uncertainty. The Company
has no current commitment for additional equity or debt financing and no
assurances can be made that its working capital needs can be met.

                                       5
<PAGE>

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

ITEM 2.  CHANGES IN SECURITIES.

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      During the third quarter, the Company sold 430,000 shares of
                  its common stock to an accredited investor for $227,250. The
                  Company claims the exemptions from registration found in
                  Section 4(2) and 4(6) of the Securities Act of 1933 for this
                  transaction.

         (d)      Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         (a)      Not Applicable.

         (b)      Not Applicable.

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

On August 24, 2001, following the delivery of a Schedule 14C Information
Statement to all stockholders of record, the stockholders with a majority of the
voting power of the corporation took the following actions by majority written
consent as allowed under Nevada law.

1. Sidney Haider, David Lister, and Zara Haider were elected to serve as
Directors for the ensuing year and until the next annual meeting of shareholders
or until their successors are duly elected and qualified.


2. The Company was authorized to amend its articles of incorporation to change
the name of the corporation to H-Entertainment, Inc. Two stockholders owning 77%
of the outstanding common stock of the corporation approved the foregoing action
by majority written consent as allowed under Nevada law.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS on Form 8-K.

         (a)      Not applicable.

         (b)      Not applicable.



                                       6
<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.

                                   H-Entertainment, Inc.


Date: December 3, 2001             /s/ Sidney Haider
                                   ---------------------------
                                   Name: Sidney Haider
                                   Title: President






                                       7