U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

     [ X ] QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 2003

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the transition period from     to

                           Commission File No. 0-23015

                       RED HORSE ENTERTAINMENT CORPORATION
        (Exact name of small business issuer as specified in its charter)

                 Nevada                                87-0450232
    (State or other jurisdiction of         (IRS Employer Identification No.)
     incorporation or organization)

                11828 La Grange Avenue, Los Angeles, CA 90025
                      (Address of principal executive offices)

                                 (310) 473-0213
                           (Issuer's telephone number)

                                 Not Applicable
       (Former name, address and fiscal year, if changed since last report)

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

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

Check whether the registrant has filed all documents and reports  required to be
filed by  Sections  12,  13,  or 15(d) of the  Exchange  Act  subsequent  to 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 June  30,  2003,  there  were  455,073  shares  of  common  stock
outstanding.

Transitional Small Business Format:  Yes [   ]  No [ X ]




<PAGE>




                                   FORM 10-QSB
                       RED HORSE ENTERTAINMENT CORPORATION

                                      INDEX
                                                                            Page

PART I.       Item 1.  Financial Information                                   3

              Balance Sheets as of June 30, 2003 (Unaudited) and               4
              December 31, 2002

              Statements of Operations for the Three Months and Six Months     5
              Ended June 30, 2003 and 2002 and From Inception on December 4,
              1987 Through June 30, 2003 (Unaudited)

              Statements of Stockholders' Equity (Deficit) From                6
              Inception on December 4, 1987 through June 30, 2003

              Statements of Cash Flows for the Six Months Ended                9
              June 30, 2003 and 2002 and From Inception on December 4, 1987
              Through June 30, 2003 (Unaudited)

              Notes to the Financial Statements                               11

              Item 2.  Management's  Discussion  and Analysis or              12
              Plan of Operation

              Item 3.  Controls and Procedures                                12

PART II.      Other Information                                               13

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

              Signatures                                                      13


                                       2

<PAGE>


                          Item 1. Financial Information

















                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       June 30, 2003 and December 31, 2002

                                       3

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS

                                                    June 30,      December 31,
                                                      2003            2002
                                                  ------------   -------------
                                                   (Unaudited)

CURRENT ASSETS

  Cash                                            $    225,374   $     230,464
                                                  ------------   -------------

   Total Current Assets                                225,374         230,464
                                                  ------------   -------------

   TOTAL ASSETS                                   $    225,374   $     230,464
                                                  ============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES

  Accrued compensation                            $     36,000   $     24,000
                                                  ------------   -------------

   Total Current Liabilities                            36,000         24,000
                                                  ------------   -------------

STOCKHOLDERS' EQUITY

  Common stock: 50,000,000 shares authorized at
   $0.001 par value; 455,073 shares issued and
   outstanding                                            455             455
  Additional paid-in capital                          423,353         423,353
  Deficit accumulated during the development stage   (234,434)       (217,344)
                                                  ------------   -------------

   Total Stockholders' Equity                          189,374         206,464
                                                  ------------   -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $    225,374   $     230,464
                                                  ============   =============



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

                                        4


<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

                                                                      From
                            For the Three          For the Six    Inception on
                            Months Ended          Months Ended      December 4,
                              June 30,              June 30,        1987 to
                        -------------------- --------------------   June 30,
                            2003      2002       2003     2002        2003
                        ---------  --------- ---------  --------- ------------

REVENUES                $       -  $       - $       -  $       - $         -

EXPENSES

  Officer compensation      6,000          -    12,000          -       36,000
  Bad debt expense              -          -        -           -       35,000
  Outside services              -          -       275        550       13,381
  Professional fees         3,379      1,816     5,114      3,499       99,042
  Rent                          -          -         -          -        6,545
  Travel                        -          -         -          -       18,336
  Administrative expenses      40         26       210        867       32,491
  Depreciation                  -          -         -          -        1,546
  Amortization                  -          -         -          -          472
  Interest                      -          -         -          -          418
                        ---------  --------- ---------  --------- ------------

   Total Expenses           9,419      1,842    17,599      4,916      243,231
                        ---------  --------- ---------  --------- ------------

OTHER INCOME

  Interest income             237        572       509      1,134      143,921
                        ---------  --------- ---------  --------- ------------

   Total Other Income         237        572       509      1,134      143,921
                        ---------  --------- ---------  --------- ------------

NET LOSS BEFORE
 DISCONTINUED
 OPERATIONS                (9,182)    (1,270)  (17,090)    (3,782)     (99,310)

LOSS FROM
 DISCONTINUED
 OPERATIONS                     -          -         -          -     (911,314)

GAIN ON DISPOSAL OF
 DISCONTINUED
 OPERATIONS                     -          -         -          -      776,190
                        ---------  --------- ---------  --------- ------------

NET LOSS                $  (9,182) $  (1,270)$ (17,090) $  (3,782)$   (234,434)
                        =========  ========= =========  ========= ============

BASIC LOSS PER SHARE    $   (0.02) $   (0.00)$   (0.04) $   (0.01)
                        =========  ========= =========  =========

WEIGHTED AVERAGE
 SHARES OUTSTANDING       455,073    455,073   455,073    455,073
                        =========  ========= =========  =========


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

                                        5


<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
           From Inception on December 4, 1987 through June 30, 2003


                                                                 Deficit
                                                               Accumulated
                                   Common Stock    Additional  During The
                                  ---------------   Paid-in    Development
                                   Shares  Amount   Capital      Stage
                                  -------  ------  ----------  ------------
Balances, December 4, 1987              -  $    -  $        -  $          -

Shares issued to incorporators
 for cash $0.60 per share          13,333      13       7,987             -

Net loss for period ended
 December 31, 1987                      -       -           -          (690)
                                  -------  ------  ----------  ------------

Balances, December 31, 1987        13,333      13       7,987          (690)

Shares issued at public offering
 $7.50 per share restated          38,537      39     289,001             -

Cost of public offering                 -       -     (84,056)            -

Sale of warrants                        -       -         100             -

Net loss for year ended
 December 31, 1988                      -       -           -        (4,538)
                                  -------  ------  ----------  ------------

Balances, December 31, 1988        51,870      52     213,032        (5,228)

Net loss for year ended
 December 31, 1989                      -       -           -        (5,073)
                                  -------  ------  ----------  ------------

Balances, December 31, 1989        51,870      52     213,032       (10,301)

Net loss for year ended
 December 31, 1990                      -       -           -       (46,921)
                                  -------  ------  ----------  ------------

Balances, December 31, 1990        51,870      52     213,032       (57,222)

Net loss for year ended
 December 31, 1991                      -       -           -        (8,472)
                                  -------  ------  ----------  ------------

Balances, December 31, 1991        51,870  $   52  $  213,032  $    (65,694)
                                  -------  ------  ----------  ------------


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

                                        6


<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
            From Inception on December 4, 1987 through June 30, 2003


                                                                 Deficit
                                                               Accumulated
                                   Common Stock    Additional  During The
                                  ---------------   Paid-in    Development
                                   Shares  Amount   Capital      Stage
                                  -------  ------  ----------  ------------

Balances, December 31, 1991        51,870  $   52  $  213,032  $    (65,694)

Shares issued to acquire
 100% of 127 Main
 Street, Inc.                      51,869      52         (52)            -

Net loss for year ended
 December 31, 1992                      -       -           -    (1,877,973)
                                  -------  ------  ----------  ------------

Balances, December 31, 1992       103,739     104     212,980    (1,943,667)

Adjustment for fractional
 shares in 30-for-1
 reverse split                        122       -           -             -

Exercise of warrants              351,212     351     210,373             -

Net income for year ended
 December 31, 1993                      -       -           -     1,731,675
                                  -------  ------  ----------  ------------

Balances, December 31, 1993       455,073     455     423,353      (211,992)

Net income for year ended
 December 31, 1994                      -       -           -         2,917
                                  -------  ------  ----------  ------------

Balances, December 31, 1994       455,073     455     423,353      (209,075)

Net income for year ended
 December 31, 1995                      -       -           -         8,222
                                  -------  ------  ----------  ------------

Balances, December 31, 1995       455,073     455     423,353      (200,853)

Net income for year ended
 December 31, 1996                      -       -           -         7,486
                                  -------  ------  ----------  ------------

Balances, December 31, 1996       455,073     455     423,353      (193,367)

Net loss for the year ended
 December 31, 1997                      -       -           -          (683)
                                  -------  ------  ----------  ------------

Balance, December 31, 1997        455,073  $  455  $  423,353  $   (194,050)
                                  -------  ------  ----------  ------------


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

                                        7

<PAGE>


                                                                 Deficit
                                                               Accumulated
                                   Common Stock    Additional  During The
                                  ---------------   Paid-in    Development
                                   Shares  Amount   Capital      Stage
                                  -------  ------  ----------  ------------

Balance, December 31, 1997        455,073  $  455  $  423,353  $   (194,050)

Net income for the year ended
 December 31, 1998                      -       -           -         2,753
                                  -------  ------  ----------  ------------

Balance, December 31, 1998        455,073     455     423,353      (191,297)

Net income for the year ended
 December 31, 1999                      -       -           -            83
                                  -------  ------  ----------  ------------

Balance, December 31, 1999        455,073     455     423,353      (191,214)

Net income for the year ended
 December 31, 2000                      -       -           -         5,077
                                  -------  ------  ----------  ------------

Balance, December 31, 2000        455,073     455     423,353      (186,137)

Net loss for the year ended
 December 31, 2001                      -       -           -          (466)
                                  -------  ------  ----------  ------------

Balance, December 31, 2001        455,073     455     423,353      (186,603)

Net loss for the year ended
 December 31, 2002                      -       -           -       (30,741)
                                  -------  ------  ----------  ------------

Balance, December 31, 2002        455,073     455     423,353      (217,344)

Net loss for the six months ended
 June 30, 2003 (unaudited)              -       -           -       (17,090)
                                  -------  ------  ----------  ------------

Balance, June 30, 2003
 (unaudited)                      455,073  $  455  $  423,353  $   (234,434)
                                  =======  ======  ==========  ============


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

                                        8


<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           From
                                                     For the Six       Inception on
                                                     Months Ended       December 4,
                                                       June 30,          1987 to
                                                 --------------------    June 30,
                                                   2003       2002         2003
                                                 ---------  ---------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                              <C>        <C>        <C>
  Net loss                                       $(17,090)  $ (3,782)  $  (234,434)
  Adjustments to reconcile net loss to net
   cash provided (used) by operating activities:
   Depreciation                                         -          -         1,546
   Amortization                                         -          -           472
   Loss on disposal of discontinued operations          -          -      (776,190)
  Changes in operating assets and liabilities:
   Increase in accounts payable                         -         15            15
   Increase in accrued expenses                    12,000          -       322,319
                                                 ---------  ---------  ------------

     Net Cash Used by Operating
      Activities                                   (5,090)    (3,767)     (686,272)
                                                 ---------  ---------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Organization expenses                                 -          -       (10,925)
  Sale of fixed assets                                  -          -         4,000
  Purchase of equipment and leasehold
   improvements                                         -          -    (1,255,237)
                                                 ---------  ---------  ------------

     Net Cash Used by Investing Activities              -          -    (1,262,162)
                                                 ---------  ---------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from debentures                              -          -     1,750,000
  Proceeds from stock issuance                          -          -       212,984
  Sale warrants                                         -          -           100
  Exercise of warrants                                  -          -       210,724
                                                 ---------  ---------  ------------

     Net Cash Provided by Financing Activities          -          -     2,173,808
                                                 ---------  ---------  ------------

INCREASE (DECREASE) IN CASH                        (5,090)    (3,767)      225,374

CASH AT BEGINNING OF PERIOD                       230,464    237,205             -
                                                 ---------  ---------  ------------

CASH AT END OF PERIOD                            $225,374   $233,438   $   225,374
                                                 =========  =========  ============
</TABLE>


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

                                        9


<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           From
                                                     For the Six       Inception on
                                                     Months Ended       December 4,
                                                       June 30,          1987 to
                                                 --------------------    June 30,
                                                   2003       2002         2003
                                                 ---------  ---------  ------------
SUPPLEMENTAL CASH FLOW INFORMATION
<S>                                              <C>        <C>        <C>
  Cash paid for interest                         $      -   $      -   $       418
  Cash paid for taxes                            $      -   $      -             -

NON-CASH INVESTING ACTIVITIES

  Sale of subsidiary                             $      -   $      -   $ 2,022,287
</TABLE>



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

                                        10


<PAGE>



NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying  unaudited condensed  financial  statements have been
          prepared by the Company  pursuant to the rules and  regulations of the
          Securities and Exchange  Commission.  Certain information and footnote
          disclosures  normally  included in  financial  statements  prepared in
          accordance with accounting principles generally accepted in the United
          States of America have been  condensed or omitted in  accordance  with
          such rules and regulations.  The information  furnished in the interim
          condensed  financial  statements include normal recurring  adjustments
          and reflects all adjustments, which, in the opinion of management, are
          necessary  for a  fair  presentation  of  such  financial  statements.
          Although management believes the disclosures and information presented
          are adequate to make the information  not misleading,  it is suggested
          that  these  interim  condensed   financial   statements  be  read  in
          conjunction   with  the  Company's  most  recent   audited   financial
          statements and notes thereto  included in its December 31, 2002 Annual
          Report on Form 10-KSB. Operating results for the six months ended June
          30, 2003 are not  necessarily  indicative  of the results  that may be
          expected for the year ending December 31, 2003.




                                       11


<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation

Six-Month Periods Ended June 30, 2003 and 2002

The Company had no revenue from continuing  operations for the six-month periods
ended June 30, 2003 and 2002.

General and  administrative  expenses for the  six-month  periods ended June 30,
2003  and  2002,  consisted  of  general  corporate  administration,  legal  and
professional  expenses,  and accounting and auditing costs.  These expenses were
$17,599  and  $4,916 for the  six-month  periods  ended June 30,  2003 and 2002,
respectively.  The increase in expenses is  attributable  to the  recognition of
officer  compensation expense of $12,000 for the six months ended June 30, 2003,
as compared to no  compensation  expense  recognized  by the Company  during the
comparable  period in 2002. The Company expects that Wayne M. Rogers and Jack M.
Gertino, both executive officers,  will devote at least 120 hours, or an average
of 10 hours per month per person, to the affairs of the Company,  but the actual
time devoted by these  officers in 2003 may  actually be higher.  The Company is
compensating  Messrs.  Rogers and Gertino for their services at the rate of $100
per hour. Mr. Rogers and Mr. Gertino each accrued  $6,000 of  compensation  from
the Company in the quarter ended June 30, 2003, or a total of $12,000.

Interest income in the six-month  periods ended June 30, 2003 and 2002, was $509
and $1,134,  respectively.  As a result of the  foregoing  factors,  the Company
realized  a net loss of  $17,090  for the six months  ended  June 30,  2003,  as
compared to a net loss of $3,782 for the same period in 2002.

Liquidity and Capital Resources

At June 30, 2003, the Company had working capital of approximately  $189,374, as
compared  to $206,464 at December  31,  2002.  Working  capital as of both dates
consisted of cash and cash equivalents.

Management believes that the Company has sufficient cash to meet the anticipated
needs of the Company's operations through at least the next 12 months.  However,
there can be no  assurances  to that effect,  as the Company has no  significant
revenues  and the  Company's  need for  capital  may change  dramatically  if it
acquires an interest in a business opportunity during that period. The Company's
current  operating  plan  is to (i)  handle  the  administrative  and  reporting
requirements  of a public  company,  and (ii) search for  potential  businesses,
products,  technologies and companies for acquisition.  At present,  the Company
has no understandings, commitments or agreements with respect to the acquisition
of any business  venture,  and there can be no  assurance  that the Company will
identify a business  venture  suitable for  acquisition in the future.  Further,
there can be no assurance  that the Company would be successful in  consummating
any acquisition on favorable terms or that it will be able to profitably  manage
any business venture it acquires.

Forward-Looking Statement Notice

When used in this  report,  the words  "may,"  "will,"  "expect,"  "anticipate,"
"continue,"   "estimate,"  "project,"  "intend,"  and  similar  expressions  are
intended to identify  forward-looking  statements  within the meaning of Section
27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act
of 1934 regarding events,  conditions,  and financial trends that may affect the
Company's future plans of operations,  business strategy, operating results, and
financial  position.  Persons  reviewing  this  report  are  cautioned  that any
forward-looking  statements  are not  guarantees of future  performance  and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.

Item 3.  Controls and Procedures

Within 90 days prior to the filing of this report,  an evaluation  was performed
under the supervision and with the  participation  of the Company's  management,
including  the Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls

                                       12

<PAGE>

and procedures.  Based on that evaluation,  the Company's management,  including
the Chief  Executive  Officer and Chief  Financial  Officer,  concluded that the
Company's disclosure controls and procedures were effective.  There have been no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  internal  controls  subsequent  to the date of the
evaluation.

                           PART II. OTHER INFORMATION

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

      Reports on Form 8-K:  None

     Exhibits:  Copies of the  following  documents are included or furnished as
exhibits to this report pursuant to Item 601 of Regulation S-B.

 Exhibit      SEC Ref.     Title of Document
   No.           No.

   31.1          31        The certification required by Rule 13a-14(a) or
                           Rule 15d-14(a)

   32.1          32        The certifications required by Rule 13a-14(b) or
                           Rule 15d-14(b) and
                           18 U.S.C. Section 1350


                                   SIGNATURES

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

                                    RED HORSE ENTERTAINMENT CORPORATION



Date: August 12, 2003               By: /s/ Wayne M. Rogers
                                        Chief Executive and Financial Officer

                                       13