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, 2002

     [ ]  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,  2002,  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.       Financial Information                                      3

              Balance  Sheets as of June 30,  2002 and  December         3
              31, 2001

              Statements of Operations for the Three Months and          4
              Six Months Ended June 30, 2002 and 2001 and From
              Inception on December 4, 1987 Through June 30, 2002

              Statements of Stockholders' Equity From Inception          5
              on December 4, 1987 through June 30, 2002

              Statements of Cash Flows for the Six Months Ended          8
              June 30, 2002 and 2001 and From Inception on
              December 4, 1987 Through June 30, 2002

              Notes to the Financial Statements                         10

              Management's  Discussion and Analysis of Financial        11
              Condition

PART II.      Other Information                                         11

              Exhibits and Reports on Form 8-K                          11

              Signatures                                                12



                                       2
<PAGE>


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

                                     ASSETS

                                                    June 30,      December 31,
                                                      2002            2001
                                                  ------------   -------------
                                                  (Unaudited)

CURRENT ASSETS

  Cash and cash equivalents                       $    233,438   $     237,205
                                                  ------------   -------------

   Total Current Assets                                233,438         237,205
                                                  ------------   -------------

PROPERTY AND EQUIPMENT                                       -               -
                                                  ------------   -------------

   TOTAL ASSETS                                   $    233,438   $     237,205
                                                  ============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                $         15   $           -
                                                  ------------   -------------

   Total Current Liabilities                                15               -
                                                  ------------   -------------

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    (190,385)       (186,603)
                                                  ------------   -------------

   Total Stockholders' Equity                          233,423         237,205
                                                  ------------   -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $    233,438   $     237,205
                                                  ============   =============

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

                                       3
<PAGE>


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

                                                                      From
                                                                  Inception on
                            For the Three          For the Six    December 4,
                            Months Ended          Months Ended      1987 to
                              June 30,              June 30,       June 30,
                        -------------------- --------------------
                            2002      2001       2002     2001        2002
                        ---------  --------- ---------  --------- ------------

REVENUES                $       -  $       - $       -  $       - $         -

EXPENSES

  Bad debt expense              -          -         -          -       35,000
  Outside services              -          -       550        765       11,422
  Professional fees         1,816      2,123     3,499      4,147       91,728
  Rent                          -          -         -          -        6,545
  Travel                        -          -         -          -       18,336
  Administrative expenses      26         41       867        896       32,190
  Depreciation                  -          -         -          -        1,546
  Amortization                  -          -         -          -          472
  Interest                      -          -         -          -          418
                        ---------  --------- ---------  --------- ------------

   Total Expenses           1,842      2,164     4,916      5,808      197,657
                        ---------  --------- ---------  --------- ------------

OTHER INCOME

  Interest income             572      3,183     1,134      6,394      142,396
                        ---------  --------- ---------  --------- ------------

   Total Other Income         572      3,183     1,134      6,394      142,396
                        ---------  --------- ---------  --------- ------------

NET LOSS BEFORE
 DISCONTINUED
 OPERATIONS                (1,270)     1,019    (3,782)       586      (55,261)

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

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

NET LOSS                $  (1,270) $   1,019 $  (3,782) $     586 $   (190,385)
                        =========  ========= =========  ========= ============

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

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

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

                                       4
<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                        (A Development Stage Company)
                 Statements of Stockholders' Equity (Deficit)
           From Inception on December 4, 1987 through June 30, 2002
<TABLE>
<S>                              <C>         <C>           <C>          <C>
                                                                          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
 (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)
                                 ---------   -----------   ----------   ------------
</TABLE>

   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) (Continued)
           From Inception on December 4, 1987 through June 30, 2002
<TABLE>
<S>                              <C>         <C>           <C>          <C>
                                                                          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)
                                 ---------   -----------   ----------   ------------
</TABLE>

   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, 2002
<TABLE>
<S>                              <C>         <C>           <C>          <C>
                                                                          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 six months ended
 June 30, 2002 (unaudited)               -            -             -         (3,782)
                                 ---------   ----------   -----------   ------------

Balance, June 30, 2002
 (unaudited)                       455,073   $      455   $   423,353   $   (190,385)
                                 =========   ==========   ===========   ============
</TABLE>

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

                                       7

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<S>                                                  <C>          <C>          <C>
                                                                                     From
                                                                                 Inception on
                                                      For the Six Months Ended    December 4,
                                                              June 30,             1987 to
                                                     -------------------------     June 30,
                                                        2002          2001          2002
                                                     -----------  ------------ -------------
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                                 $     (3,782) $        586 $   (190,385)
  Adjustments to reconcile net income (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                                -             -      286,334
                                                     -----------  ------------ -------------
     Net Cash Provided (Used) by Operating
      Activities                                          (3,767)          586     (678,208)
                                                     -----------  ------------ -------------
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 AND
 CASH EQUIVALENTS                                         (3,767)          586      233,438

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                     237,205       237,671            -
                                                     -----------  ------------ -------------

CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                             $    233,438  $    238,257 $    233,438
                                                     ===========  ============ =============
</TABLE>

   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 (Continued)
                                   (Unaudited)
<TABLE>
<S>                                                  <C>          <C>          <C>
                                                                                     From
                                                                                 Inception on
                                                      For the Six Months Ended    December 4,
                                                              June 30,             1987 to
                                                     -------------------------     June 30,
                                                        2002          2001          2002
                                                     -----------  ------------ -------------

SUPPLEMENTAL CASH FLOW INFORMATION

  Cash paid for interest                            $          -  $          - $        418
  Cash paid for taxes                               $        800  $          - $        800

NON-CASH INVESTING ACTIVITIES

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


</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       9
<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                     June 30, 2002 and December 31, 2001




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, 2001
     Annual  Report on Form 10-KSB.  Operating  results for the six months ended
     June 30, 2002 are not  necessarily  indicative  of the results  that may be
     expected for the year ending December 31, 2002.






                                       10
<PAGE>



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

Six-Month Periods Ended June 30, 2002 and 2001

The Company had no revenue from continuing  operations for the six-month periods
ended June 30, 2002 and 2001.

General and  administrative  expenses for the  six-month  periods ended June 30,
2002  and  2001,  consisted  of  general  corporate  administration,  legal  and
professional  expenses,  and accounting and auditing costs.  These expenses were
$4,916 and  $5,808  for the  six-month  periods  ended  June 30,  2002 and 2001,
respectively.

Interest  income in the  six-month  periods  ended June 30,  2002 and 2001,  was
$1,134 and  $6,394,  respectively.  As a result of the  foregoing  factors,  the
Company realized a net loss of $3,782 for the six months ended June 30, 2002, as
compared to a net gain of $586 for the same period in 2001.

Liquidity and Capital Resources

At June 30, 2002, the Company had working capital of approximately  $233,423, as
compared  to $237,205 at December  31,  2001.  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.

                           PART II. OTHER INFORMATION

Exhibits and Reports on Form 8-K.

     Reports on Form 8-K:  None

     Exhibits:  Included as Exhibit  99.1 is the  certification  required by the
     Sarbanes-Oxley Act of 2002.

                                       11
<PAGE>


                                   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 8, 2002               By: /s/ Jack Gertino, Secretary



                                       12