2

             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, 1999

    [   ] 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
Incorporation or Organization)         Identification No.)

         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 the latest practicable  date:
455,073 shares of common stock.

<PAGE>

                           FORM 10-QSB
               RED HORSE ENTERTAINMENT CORPORATION

                              INDEX
                                                       Page
PART I.   Financial Information

          Item 1. Financial Statements

          Balance Sheets - June 30, 1999 (unaudited)
          and December 31, 1998                              3

          Statements of Operations - Three Months and
          Six  Months Ended June 31, 1999 and 1998, and
          Inception to June 30, 1999 (unaudited)             4

          Statements of Cash Flows - Three  Months and
          Six Months Ended June 30, 1999 and 1998, and
          Inception to June 30.1999 (unaudited)              5

          Notes to Financial Statements                      7

          Item 2. Management's Discussion and Analysis of
          Financial Condition or Plan of Operation          11

PART II.  Other Information

          Item 5. Other Information                         12

          Item 6. Exhibits and Reports on Form 8-K          12

Signatures                                                  12
es

                             PART I.
                      Financial Information

Item 1.  Financial Statements

In   the   opinion  of  management,  the  accompanying  unaudited
financial  statements included in this Form  10-QSB  reflect  all
adjustments  (consisting  only  of  normal  recurring   accruals)
necessary  for  a fair presentation of the results of  operations
for  the  periods presented.  The results of operations  for  the
periods  presented are not necessarily indicative of the  results
to be expected for the full year.

                                2
<PAGE>

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


                             ASSETS

                                         June 30,       December 31,
                                           1999             1998
                                         (Unaudited)

CURRENT ASSETS

 Cash                                         $ 229,745    $ 232,359
 Accounts receivable - related party                 64            -

  Total Current Assets                          229,809      232,359

PROPERTY AND EQUIPMENT (Note 3)                       -          152

  TOTAL ASSETS                                $ 229,809    $ 232,511


              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable                              $       -    $       -

  Total Current Liabilities                           -            -
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                        (193,999)    (191,297)

  Total Stockholders' Equity                    229,809      232,511

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 229,809    $ 232,511

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

                                  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     Six Months Ended   1986 Through
                                 June 30,            June 30,         June 30,
                             1999      1998      1999       1998        1999

REVENUES                 $      -   $     -   $      -   $      -    $       -
EXPENSES

 Bad debt expense               -         -          -          -       35,000
 Outside services             165         -      1,361        740       10,018
 Professional fees          1,532     3,731      3,443      4,196       74,098
 Rent                           -         -          -          -        6,545
 Travel                         -         -          -          -       18,336
 Administrative expenses      156        10      2,241        118       27,677
 Depreciation                   -        34        152         68        1,546
 Amortization                   -         -          -          -          472
 Interest                       -         -          -          -          377

  Total Expenses            1,853     3,775       7,197      5,122     174,069

OTHER INCOME

 Interest income            2,262     2,828       4,495      3,784     115,194

  Total Other Income        2,262     2,828       4,495      3,784     115,194

Income (Loss) Before
 Discontinued Operations      409      (947)     (2,702)    (1,338)    (58,875)

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

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

NET INCOME (LOSS)        $    409   $   (947)  $ (2,702)  $ (1,338)   $(193,999)

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


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

                                4

<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     Six Months Ended    1986 Through
                                           June 30,              June 30,         June 30,
                                       1999       1998       1999        1998       1999
<S>                             <C>         <C>        <C>          <C>         <C>
OPERATING ACTIVITIES
 Net Income (Loss)              $       409 $    (947) $    (2,702) $   (1,338) $ (193,999)
 Adjustments to reconcile
  net loss to net cash
  used by operating
  activities:
  Depreciation                            -        34          152          68       1,546
  Amortization                            -         -            -           -         472
  Loss on disposal of
   discontinued operations                -         -            -           -    (776,190)
 Changes in operating assets
  and liabilities:
  Increase in accounts receivable       (64)        -          (64)          -         (64)
  Decrease in accounts payable            -         -            -      (2,010)          -
  Increase in accrued expenses            -         -            -           -     286,334

   Net Cash Provided (Used)
    by Operating Activities             345      (913)      (2,614)     (3,280)   (681,901)

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 issuanc              -         -            -           -      212,984
 Sale warrants                            -         -            -           -          100
 Exercise of warrants                     -         -            -           -      210,724

  Net Cash Provided (Used)
   by Financing Activities      $         - $       - $          - $         -  $2,173,808

</TABLE>

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

                                   5

<PAGE>

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

<TABLE>
<CAPTION>                                                                         From
                                                                       Inception on
                                      For the           For the           October 24,
                                Three Months Ended   Six Months Ended    1986 Through
                                    June 30,             June 30,          June 30,
                                1999        1998     1999       1998        1999
<S>                           <C>      <C>        <C>       <C>         <C>
INCREASE (DECREASE) IN CASH   $    345 $    (913) $ (2,614) $ (3,280)   $  229,745
CASH AT BEGINNING OF
 PERIOD                        229,400   229,115   232,359   231,482          -

CASH AT END OF PERIOD         $229,745 $ 228,202  $229,745  $228,202    $  229,745

SUPPLEMENTAL CASH FLOW
 INFORMATION

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

NON CASH INVESTING ACTIVITIES

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

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

                                6
<PAGE>

               RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
              June 30, 1999 and December 31, 1998


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.

 .      c.  Provision for Taxes

       At   June  30,  1999,  the  Company  had  net  operating   loss
       carryforwards   of   approximately   $194,000   that   may   be
       offset   against  future  taxable  income  through  2014.    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.

                                7

<PAGE>

              RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
              June 30, 1999 and December 31, 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       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:

                                         June 30,          December 31,
                                           1999               1998

       Office equipment                  $ 1,071             $1,071

       Less accumulated depreciation      (1,071)              (919)

           Total Property and Equipment  $     -             $  152

       Equipment  is  being  depreciated over eight  years  using  the
       straight   line   method.    Depreciation   expense   for   the
       period   ending  and  the  year   ending  June  30,  1999   and
       December 31, 1998 was $ 152 and $134, respectively.

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.

                                  8

<PAGE>

               RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
              June 30, 1999 and December 31, 1998


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,  which
       has since expired.

       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

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.

                                9

<PAGE>

               RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
              June 30, 1999 and December 31, 1998


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   financial   statements  have   been   prepared   on   the
       assumption   that  the  Company  is  a  going   concern.    The
       Company  has  no  revenues from operations  and  its  continued
       existence   depends  upon  management's  plans  to   locate   a
       company with which to merge.

NOTE 10 - STOCK OPTIONS

       On  February  1,  1994, the Company issued options  to  two  of
       its  officers,  for  each  one to  purchase  25,000  shares  of
       common  stock  at  a  price of $0.50 per  share.   The  options
       expired  in  February  1999, and were  replaced  with  two  new
       options   to  purchase  50,000  shares  each  at  an   exercise
       price of $0.625 per share, which expire in May 2009.

NOTE 11 - CONCENTRATIONS OF RISK

       The   Company  maintains  a  money  market  investment  account
       which  accounts  for  $227,700 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.

                                10

<PAGE>

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

Results  of  Operations - Six Month periods Ended June  30,  1999  and
1998

      The  Company  had  no  revenue from  continuing  operations  for
the six-month periods ended June 30, 1999 and 1998.

       General   and  administrative  expenses  for  the   six   month
periods   ended  March  31,  1999  and  1998,  consisted  of   general
corporate   administration,  legal  and  professional  expenses,   and
accounting  and  auditing  costs.   These  expenses  were  $7,197  and
$5,122  for  the  six-month periods ended  June  30,  1999  and  1998,
respectively.

      Interest  income in the six-month periods ended  June  30,  1999
and   1998,  was  $4,495  and  $3,784,  respectively,  which  resulted
from   the   investment   of   funds  in   short-term,   liquid   cash
equivalents.

      As  a  result of the foregoing factors, the Company  realized  a
net  loss  of  $2,702  for  the six months ended  June  30,  1999,  as
compared to a net loss of $1,338 for the same period in 1998.

Liquidity and Capital Resources

       At  March  31,  1999,  the  Company  had  working  capital   of
approximately  $229,809,  as  compared to  $232,359  at  December  31,
1998.   Working  capital  as  of  both dates  consisted  substantially
of short-term investments, and cash and cash equivalents.

      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 Statements

       This   Form   10-QSB  includes,  without  limitation,   certain
statements    containing   the   words   "believes",    "anticipates",
"estimates",  and  words  of  a similar nature,  constitute  "forward-
looking  statements"  within the meaning  of  the  Private  Securities
Litigation  Reform  Act of 1995.  This Act provides  a  "safe  harbor"
for  forward-looking  statements  to encourage  companies  to  provide
prospective  information about themselves so  long  as  they  identify
these   statements   as   forward  looking  and  provide   meaningful,
cautionary   statements  identifying  important  factors  that   could
cause  actual  results  to  differ from the  projected  results.   All
statements  other  than statements of historical  fact  made  in  this
Form  10-QSB  are  forward-looking.   In  particular,  the  statements
herein   regarding   industry  prospects   and   future   results   of
operations  or  financial  position  are  forward-looking  statements.
Forward-looking     statements    reflect     management's     current
expectations  and  are  inherently uncertain.   The  Company's  actual
results may differ significantly from management's expectations.

                                11

<PAGE>

                            PART II.
                        Other Information

Item 5.  Other Information

       Wayne  M.  Rogers  and  Jack  M.  Gertino,  both  officers  and
directors  of  the  Company, have received no  compensation  over  the
past   six  years  from  the  Company  for  the  services  they   have
rendered  in  evaluating  prospective acquisitions  for  the  Company.
Options  which  each  of  them  held  to  purchase  25,000  shares  of
common  stock  at  an  exercise price of $0.50 per  share  expired  in
February  1999.   As  incentive to these officers  to  continue  their
efforts  on  behalf  of the Company, the board of  directors  approved
in  May  1999,  the  issuance of new options  to  Messrs.  Rogers  and
Gertino.   Each  of  them now hold options to purchase  50,000  shares
of  common  stock  at  an exercise price of $0.625  per  share,  which
expire  in  May  2009.   The  exercise price  was  determined  on  the
basis  of  the  last  sale  price for the Company's  common  stock  in
the  public  market  prior  to approval  of  the  options,  which  was
also  the  bid  price  for the common stock on the  date  the  options
were granted.

Item 6.  Exhibits and Reports on Form 8-K

Exhibits:

Exhibit  SEC Ref.  Title of Document                       Page
  No.      No.

   1      (10)     Option granted to Wayne M. Rogers       E-1

   2      (10)     Option granted to Jack M. Gertino       E-8

   3      (27)     Financial Data Schedules                 *

*     The  Financial  Data  Schedule is  presented  only  in  the
electronic filing with the Securities and Exchange Commission.

Reports on Form 8-K:  None

                           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.

                              RED HORSE ENTERTAINMENT CORPORATION

Date:   August 12, 1999                By:  /s/  Jack  Gertino, Secretary

                                 12

<PAGE>