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, 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
(State or Other Jurisdiction of
Incorporation or Organization) | 87-0450232
(IRS Employer
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.





FORM 10-QSB

RED HORSE ENTERTAINMENT CORPORATION



INDEX

|           |                                                                                                                                | Page
|---------- | ------------------------------------------------------------------------------------------------------------------------------ | ----
|PART I.    | Financial Information                                                                                                          |     
|           | Financial Statements                                                                                                           |     
|           | Balance Sheets - September 30, 1999 and
December 31, 1998                                                                      | 3   
|           | Statements of Operations - Three Months and
Nine Months Ended September 30, 1999 and 1998, and
Inception to September 30, 1999 | 4   
|           | Statements of Cash Flows - Three Months and
Nine Months Ended September 30, 1999 and 1998,
and Inception to September 30, 1999 | 5   
|           | Notes to Consolidated Financial Statements                                                                                     | 7   
|           | Management's Discussion and Analysis of
Financial Condition and Results of Operations                                          | 8   
|PART II.   | Other Information                                                                                                              | 9   
|Signatures |                                                                                                                                | 9   



PART I.

Financial Information



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.



RED HORSE ENTERTAINMENT CORPORATION

(A Development Stage Company)

Balance Sheets





ASSETS

September 30,			December 31,

1999        		1998

(Unaudited)

CURRENT ASSETS

Cash	$	230,838		$	232,359

Total Current Assets	230,838		232,359

PROPERTY AND EQUIPMENT (Note 3)	-		152

TOTAL ASSETS	$	230,838		$	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	(192,970	)	(191,297	)

Total Stockholders' Equity	230,838		232,511

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	230,838		$	232,511

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,

1999    		1998		1999		1998		1999

REVENUES	$	-		$	-		$	-		$	-		$	-

EXPENSES

Bad debt expense		-     			-     			-     			-     			35,000

Outside services		300			450			1,661			1,190			10,318

Professional fees		988			765			4,431			4,961			75,086

Rent		-     			-     			-     			-     			6,545

Travel		-     			-     			-     			-     			18,336

Administrative expenses		293			-     			2,534			118			27,970

Depreciation		-     			34			152			102			1,546

Amortization		-     			-     			-     			-     			472

Interest	-		-		-		-		377

Total Expenses	1,581		1,249		8,778		6,371		175,650

OTHER INCOME

Interest income	2,610		4,125		7,105		7,909		117,804

Total Other Income	2,610		4,125		7,105		7,909		117,804

Income (Loss) Before

Discontinued Operations		1,029			2,876			(1,673	)		1,538			(57,846	)

Loss From Discontinued

Operations (Note 6)		-     			-     			-     			-     			(911,314	)

Gain on Disposal of

Discontinued Operations	-		-		-		-		776,190

NET INCOME (LOSS)	$	     1,029		$	2,876		$	(1,673	)	$	1,538		$	(192,970	)

BASIC NET INCOME (LOSS)

PER SHARE	$	0.00		$	0.00		$	(0.00	)	$	0.00

BASIC WEIGHTED AVERAGE

SHARES OUTSTANDING	455,073		455,073		455,073		455,073

RED HORSE ENTERTAINMENT CORPORATION

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)





From

Inception on

For the              			For the              			October 24,

Three Months Ended   	      Nine Months Ended    			1986 Through

September 30,        	September 30,		September 30,

1999    		1998		1999		1998		1999

OPERATING ACTIVITIES

Net Income (Loss)	$	1,029		$	2,876		$	(1,673	)	$	1,538		$	(192,970	)

Adjustments to reconcile net loss

to net cash used by operating

activities:

Depreciation		-     			34			152			102			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		-     			-     			-     			(2,010	)		-

Increase in accrued expenses	-		-		-		-		286,334

Net Cash Provided (Used)

by Operating Activities	1,093		2,910		(1,521	)	(370	)	(680,808	)

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





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,

1999    		1998		1999		1998		1999

INCREASE (DECREASE) IN

CASH	$	1,093		$	2,910		$	(1,521	)	$	(370	)	$	230,838

CASH AT BEGINNING OF

PERIOD	229,745		228,202		232,359		231,482		-

CASH AT END OF PERIOD	$	230,838		$	231,112		$	230,838		$	231,112		$	230,838

SUPPLEMENTAL CASH FLOW

INFORMATION

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

Cash paid for taxes	$	-     		$	-     		$	-     		$	-     		$	-

NON CASH INVESTING ACTIVITIES

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

RED HORSE ENTERTAINMENT CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

September 30, 1999 and December 31, 1998



NOTE 1 -	CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 1999 and for all periods presented have been made.



Certain information and footnote disclosures normally included in financial statements prepared in accordance with general accepted accounting principles have been condensed or omitted.  It is suggested that these financial statements
be read in conjunction with the financial statements and notes thereto included in the company's December 31, 1998 audited financial statements.  The results of operations for the periods ended September 30 are not necessarily indicative of the operating re
s

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Results of Operations



Nine Month periods Ended September 30, 1999 and 1998



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



General and administrative expenses for the nine month periods ended September 30, 1999 and 1998, consisted of general corporate administration, legal and professional expenses, and accounting and auditing costs.  These expenses were
$8,778 and $6,371 for the nine-month periods ended September 30, 1999 and 1998, respectively.



Interest income in the nine-month periods ended September 30, 1999 and 1998, was $7,105 and $7,909, respectively, 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 $1,673 for the nine months ended September 30, 1999, as compared to a net gain of $1,538 for the same period in 1998.



Liquidity and Capital Resources



At September 30, 1999, the Company had working capital of approximately $230,838, 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.  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.  Acco



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 reporti
n







PART II.  OTHER INFORMATION







PART II.  OTHER INFORMATION



EXHIBITS AND REPORTS ON FORM 8-K



EXHIBITS:  Included only with the electronic filing of this report is the Financial Data Schedule for the nine-month period ended September 30, 1999 (Exhibit Ref. No. 27).



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, INC.



Date:  November12, 1999				By:  	/s/

Jack Gertino, Secretary