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 September 30, 2000

      [   ]     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 September 30, 2000:  455,073  shares
of common stock.

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

<PAGE>
                          FORM 10-QSB
               RED HORSE ENTERTAINMENT CORPORATION


                              INDEX

                                                       Page
PART I.   Financial Information                           3

          Financial Statements                            3

          Management's Discussion And Analysis of        11
          Financial Condition or Plan of Operation

PART II.  Other Information                              12

          Signatures                                     12

                                2
<PAGE>

                             PART I.
                      Financial Information

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


                             ASSETS

                                                    September 30,   December 31,
                                                       2000            1999
                                                    (Unaudited)

CURRENT ASSETS

 Cash                                               $   236,101     $  232,783

  Total Current Assets                                  236,101        232,783

PROPERTY AND EQUIPMENT (Note 3)                               -              -

  TOTAL ASSETS                                       $  236,101     $  234,861


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                     $       -     $      189

  Total Current Liabilities                                   -            189

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      (187,707)      (191,214)

  Total Stockholders' Equity                            236,101        232,594

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  236,101     $  232,594

                                3
<PAGE>

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


                                                                         From
                                                                   Inception on
                                For the             For the         October 24,
                           Three Months Ended  Nine Months Ended   1986 Through
                             September 30,       September 30,     September 30,
                            2000      1999     2000       1999          2000

REVENUES                $      -   $    -   $      -  $         -   $        -

EXPENSES

 Bad debt expense              -        -           -            -      35,000
 Outside services              -      300         505        1,661       9,923
 Professional fees           829      988       4,444        4,431      81,269
 Rent                          -        -           -            -       6,545
 Travel                        -        -           -            -      18,336
 Administrative expenses     830      293         925        2,534      28,952
 Depreciation                  -        -           -            -       1,546
 Amortization                  -        -           -            -         472
 Interest                      -        -           -            -         418

  Total Expenses           1,659    1,581       5,874        8,778     182,461

OTHER INCOME

 Interest income           3,399     2,610       9,381       7,105     129,878

  Total Other Income       3,399     2,610       9,381       7,105     129,878

Income (Loss) Before
 Discontinued Operations   1,740     1,029       3,507      (1,673)    (52,583)

Loss From Discontinued
 Operations (Note 6)           -          -          -           -    (911,314 )

Gain on Disposal of
 Discontinued Operations       -          -          -           -      776,190

NET INCOME (LOSS)        $ 1,740    $ 1,029    $ 3,507    $ (1,673)  $ (187,707)

NET INCOME (LOSS)
 PER SHARE              $   0.00    $  0.00   $  0.01     $ (0.00)

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

                                   4
<PAGE>

                 RED HORSE ENTERTAINMENT CORPORATION
                    (A Development Stage Company)
                  Statements of Stockholders' Equity
    From Inception on December 4, 1987 through September 30, 2000



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

Balances, December 4, 1987            -    $    -   $       -   $       -

Shares issued to
 incorporators for cash
 $0.60 per share - restated      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)

                                   5
<PAGE>
                  RED HORSE ENTERTAINMENT CORPORATION
                    (A Development Stage Company)
            Statements of Stockholders' Equity (Continued)
    From Inception on December 4, 1987 through September 30, 2000


                                                                     Deficit
                                                                   Accumulated
                                                     Additional    During the
                                  Common Stock        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)

                                   6
<PAGE>

                  RED HORSE ENTERTAINMENT CORPORATION
                    (A Development Stage Company)
            Statements of Stockholders' Equity (Continued)
    From Inception on December 4, 1987 through September 30, 2000


                                                                     Deficit
                                                                    Accumulated
                                                    Additional      During the
                                 Common Stock        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 nine months
 ended September 30, 2000
 (unaudited)                       -            -           -            3,507

Balance, September 30, 2000
 (unaudited)                 455,073      $   455   $ 423,353      $  (187,707)

                                   7
<PAGE>

                  RED HORSE ENTERTAINMENT CORPORATION
                     (A Development Stage Company)
                       Statements of Cash Flows
                              (Unaudited)
<TABLE>
<CAPTION>
                                                                                               From
                                                                                           Inception on
                                            For the                   For the               October 24,
                                       Three Months Ended        Nine Months Ended         1986 Through
                                         September 30,             September 30,           September 30,
                                       2000         1999          2000       1999              2000

OPERATING ACTIVITIES
<S>                                   <C>         <C>          <C>          <C>             <C>
 Net income (loss)                    $  1,740    $   1,029    $   3,507    $  (1,673)      $   (187,707)
 Adjustments to reconcile net loss
  to net cash used by operating
  activities:
  Depreciation                               -            -            -          152              1,546
  Amortization                               -            -            -            -                472
  Loss on disposal of discontinued
   operations                                -            -            -            -           (776,190)
 Changes in operating assets
  and liabilities:
  Decrease in accounts receivable            -           64            -            -                  -
  Decrease in accounts payable            (500)           -         (189)           -                  -
  Increase in accrued expenses               -            -            -            -            286,334

   Net Cash Provided (Used)
    by Operating Activities              1,240        1,093        3,318       (1,521)          (675,545)

INVESTING ACTIVITIES

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

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

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 (Used)
   by Financing Activities          $       -      $      -     $      -    $       -    $2,173,808
</TABLE>

                                   8
<PAGE>


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


                                                                       From
                                                                   Inception on
                               For the              For the         October 24,
                          Three Months Ended   Nine Months Ended   1986 Through
                             September 30,       September 30,     September 30,
                           2000         1999    2000        1999        2000

INCREASE (DECREASE) IN
  CASH                  $   1,240  $   1,093  $   3,318  $  (1,521) $    236,101

CASH AT BEGINNING OF
 PERIOD                   234,861    229,745    232,783    232,359             -

CASH AT END OF PERIOD   $ 236,101  $ 230,838  $ 236,101  $ 230,838  $    236,101

SUPPLEMENTAL CASH FLOW
 INFORMATION

 Cash paid for interest  $      -  $       -  $       -  $       -  $      2,133
 Cash paid for taxes     $      -  $       -  $       -  $       -  $          -

NON CASH INVESTING ACTIVITIES

 Sale of subsidiary      $      -  $       -  $       -  $       -  $  2,023,767

                                   9
<PAGE>

               RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
            September 30, 2000 and December 31, 1999


NOTE 1 -   ORGANIZATION AND CORPORATE HISTORY

       The  Company  was incorporated in the State of  Nevada  on
       December 4, 1987, under the name of Quantus Capital,  Inc.
       Since  its  inception it has not engaged in a  significant
       business  activity and is considered to be  a  development
       stage  company.   The  articles of  incorporation  of  the
       Company  state  that  its purpose  is  to  engage  in  the
       business of making investments and acquisition of  assets,
       properties  and businesses and to engage in  any  and  all
       other lawful business.

       Pursuant  to  a  special meeting of shareholders  held  on
       March  9,  1992,  the Company made the following  changes:
       (1) To issue 1,556,000 shares of stock to acquire 100%  of
       the  outstanding  shares of 127 Main  Street  Corporation,
       (the  former  Subsidiary)  a  Delaware  Corporation.   (2)
       Adopted a plan of recapitalization whereby the issued  and
       outstanding shares of the Company were reverse split on  a
       one  for  five basis.  The shares outstanding were reduced
       from   7,780,000  to  1,556,000.   (3)  The  articles   of
       incorporation were amended changing the name to Red  Horse
       Entertainment Corporation.  All references  to  number  of
       shares  have  been retroactively restated to  reflect  the
       reverse stock split.

       During   September   1992  the  former  Subsidiary   began
       operating  a  casino  in Central City, Colorado,  however,
       two weeks later operations were terminated. (Note 6)

NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.  Recognition of Income

       The  Company recognizes income and expenses on the accrual
       basis of accounting.  The fiscal year of the Company  ends
       on December 31.

       b.  Basic Loss Per Share

       The  computation of basic loss per share of  common  stock
       is   based  on  the  weighted  average  number  of  shares
       outstanding   during   the   period   of   the   financial
       statements.

                                      For  the                    For the
                                  Three Months Ended         Nine Months Ended
                                    September 30,               September 30,
                                  2000          1999        2000          1999
Numerator - income
 (loss)                       $     1,740   $    1,029   $    3,507   $  (1,673)

Denominator - weighted
 average number of
 shares outstanding               455,073      455,073     455,073      455,073

Basic income (loss)
 per  share                   $      0.00   $    0.00    $    0.01    $  (0.00)

                              10
<PAGE>

               RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
            September 30, 2000 and December 31, 1999


NOTE 2 -   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       c.  Provision for Taxes

       At  June  30,  2000,  the Company had net  operating  loss
       carryforwards  of  approximately  $187,000  that  may   be
       offset  against  future taxable income through  2020.   No
       tax  benefit has been reported in the financial statements
       because  the  Company believes there is a 50%  or  greater
       chance    the    carryforwards   will    expire    unused.
       Accordingly,   the   potential   tax   benefits   of   the
       carryforwards are offset by a valuation allowance  of  the
       same amount.

       d.  Cash and Cash Equivalents

       The  Company considers all highly liquid investments  with
       a  maturity of three months or less when purchased  to  be
       cash equivalents.

       e.  Estimates

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

       f.  Unaudited Financial Statements

       The  accompanying  unaudited financial statements  include
       all   of   the  adjustments  which,  in  the  opinion   of
       management,  are necessary for a fair presentation.   Such
       adjustments are of a normal, recurring nature.

NOTE 3 -   PROPERTY AND EQUIPMENT

       Property and equipment consists of the following:

                                               September 30,      December 31,
                                                   2000                1999

       Office equipment                       $      1,071       $       1,071

       Less accumulated depreciation                (1,071)             (1,071)

          Total Property and Equipment        $          -       $           -

       Equipment is being depreciated over eight years using  the
       straight  line  method.   Depreciation  expense  for   the
       period ending and the year  ending September 30, 2000  and
       December 31, 1999 was $ -0- and $152, respectively.

                               11
<PAGE>

               RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
            September 30, 2000 and December 31, 1999


NOTE 4 -   PUBLIC OFFERING

       In  1988,  the  Company sold 38,537 units to  the  general
       public.  Each unit consisted of one share of common  stock
       and  one  "A"  warrant that could be used to purchase  one
       share  of  common  stock for $22.50 per share  within  two
       years  of the effective date of the offering, and one  "B"
       warrant  that could have been used to purchase  one  share
       of  common  stock  for  $37.50 per  share,  which  expired
       November  8, 1993.  The Company received cash of  $289,040
       as a result of this public offering.

NOTE 5 -   WARRANTS OUTSTANDING

       As   a  result  of  the  Company's  public  offering   the
       underwriter  purchased  a warrant  that  entitles  him  to
       purchase 3,853 units at a price of $9.375 per unit.

       In  conjunction with the Company's acquisition of 127 Main
       Street  Corporation, the shareholders of 127  Main  Street
       Corporation  were granted warrants or options to  purchase
       an  aggregate  of 453,093 shares of common  stock  of  the
       parent  Company for a period of five years at a  price  of
       $9.00  per  share.   As  of  December  31,  1996,  351,212
       warrants  have  been  exercised wherein  the  Company  has
       received cash of $210,724.

NOTE 6 -   DISCONTINUED OPERATIONS

       On  September  17, 1993 the Company decided  to  terminate
       the  operations of its former subsidiary, 127 Main  Street
       Corporation,  and  the casino operations  located  at  127
       Main  Street,  Central  City, Colorado.   Cost  over  runs
       resulting   from  site  conditions  made  it  economically
       unfeasible  to  continue  operations.   Consequently,  the
       facility   was  abandoned  and  all  lease   options   and
       improvements  were lost.  The following is  a  summary  of
       income   (loss)  from  operations  of  127   Main   Street
       Corporation:

            Revenue - 1992                         $    40,029
            Revenue - 1993                               4,982

             Total Revenue                              45,011

            Operating expenses - 1992                  670,363
            Operating expenses - 1993                  285,962

             Total Operating Expenses                  956,325

               Loss from Discontinued Operations   $  (911,314)

            Write off of assets - 1992             $(1,246,097)
            Gain on assumption of debt - 1993        2,022,287

     Gain on Disposal of Discontinued Operations   $   776,190

                               12
<PAGE>

               RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
            September 30, 2000 and December 31, 1999


NOTE 7 -    DISPOSAL OF SUBSIDIARY - RELATED PARTY TRANSACTION

       On  March  19,  1994,  the Company entered  into  a  stock
       purchase  agreement whereby two officers  of  the  Company
       purchased  all of the outstanding shares of the  Company's
       former  subsidiary,  127  Main  Street  Corporation.   The
       shares were sold for the nominal amount of $500.

NOTE 8 -    REVERSE STOCK SPLIT

       On  August  2,  1993,  the  shareholders  of  the  Company
       approved  a  30-for-1 reverse stock split.  The  financial
       statements  have  been  restated to  reflect  this  change
       retroactively to the beginning of the periods presented.

NOTE 9 - GOING CONCERN

       The  Company's  financial statements  are  prepared  using
       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 does  not  have
       significant  cash or other material assets,  nor  does  it
       have  an  established  source of  revenues  sufficient  to
       cover  its operating costs and to allow it to continue  as
       a  going concern.  It is the intent of the Company to seek
       a  merger  with  an existing, operating company.   In  the
       interim,  shareholders of the Company  have  committed  to
       meeting its minimal operating expenses.

NOTE 10 - STOCK OPTIONS

       In  May  1999, the Company issued options to  two  of  its
       officers,  for  each  one  to purchase  50,000  shares  of
       common  stock at a price of $0.625 per share.  The options
       expire in May 2000.

NOTE 11 - CONCENTRATIONS OF RISK

       The  Company  maintains a money market investment  account
       which  accounts for $235,000 of the balance of cash.   The
       account  is  not insured by the FDIC, nor is it guaranteed
       by  the  bank.   The investment is subject  to  investment
       risk, including potential principle loss.

                               13
<PAGE>

                             ITEM 2.

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION OR PLAN OF OPERATION


Nine-Month Periods Ended September 30, 2000 and 1999

The  Company  had no revenue from continuing operations  for  the
nine-month periods ended September 30, 2000 and 1999.

General  and  administrative expenses for the nine-month  periods
ended September 30, 2000 and 1999, consisted of general corporate
administration, legal and professional expenses,  and  accounting
and  auditing costs.  These expenses were $5,874 and  $8,778  for
the  nine-month  periods  ended  September  30,  2000  and  1999,
respectively.

Interest  income  in the nine-month periods ended  September  30,
2000  and 1999, was $9,381 and $7,105, respectively.  As a result
of  the  foregoing factors, the Company realized a  net  gain  of
$3,507  for the nine-months ended September 30, 2000, as compared
to a net loss of $1,673 for the same period in 1999.

Liquidity and Capital Resources

At  September  30,  2000,  the Company  had  working  capital  of
approximately $236,101, as compared to $232,594 at  December  31,
1999.   Working  capital as of both dates consisted substantially
of   short-term  investments,  and  cash  and  cash  equivalents.
Although the Company's most significant assets consist largely of
cash  and cash equivalents, the Company has no intent to  become,
or  hold  itself out to be, engaged primarily in the business  of
investing,  reinvesting, or trading in securities.   Accordingly,
the  Company  does  not  anticipate being  required  to  register
pursuant to the Investment Company Act of 1940 and expects to  be
limited  in its ability to invest in securities, other than  cash
equivalents and government securities.

Management  believes  that the Company has  sufficient  cash  and
short-term  investments  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

                               14
<PAGE>

risks  and  uncertainties  and that  actual  results  may  differ
materially   from   those  included  within  the  forward-looking
statements as a result of various factors.

                   PART II.  OTHER INFORMATION

Exhibits and Reports on Form 8-K.

     Reports on Form 8-K:  No reports on Form 8-K were filed by
the Company during the quarter ended September 30, 2000.

     Exhibits: Included only with the electronic filing of this
report is the Financial Data Schedule for the nine-month periods
ended September 30, 2000 (Exhibit ref. No. 27).

                         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:  November 3, 2000         By: /s/ Jack Gertino, Secretary