# U.S. SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

# FORM 10-QSB

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

For the quarterly period ended June 30, 2004

[   ]
    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 June 30, 2004, there were 455,073 shares of common stock outstanding.

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



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FORM 10-QSBRED HORSE ENTERTAINMENT CORPORATION

INDEX

|         |                                                                                                                                                            | Page
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART I.  | Item 1.    Financial Information                                                                                                                           | 3   
|         | Balance Sheets as of June 30, 2004 (Unaudited) and
December 31, 2003                                                                                       | 3   
|         | Statements of Operations for the Three and Six Months
Ended June 30, 2004 and 2003 and From Inceptionon December 4, 1987 Through June 30, 2004 (Unaudited) | 4   
|         | Statements of Stockholders' Equity (Deficit) From Inception
on December 4, 1987 through June 30, 2004                                                      | 5   
|         | Statements of Cash Flows for the Six Months Ended 
June 30, 2004 and 2003 and From Inception onDecember 4, 1987 Through June 30, 2004 (Unaudited)          | 8   
|         | Notes to the Financial Statements                                                                                                                          | 10  
|         | Item 2.  Management's Discussion and Analysis or Plan of
Operation                                                                                         | 11  
|         | Item 3.  Controls and Procedures                                                                                                                           | 11  
|PART II. | Other Information                                                                                                                                          | 12  
|         | Item 6.  Exhibits and Reports on Form 8-K                                                                                                                  | 12  
|         | Signatures                                                                                                                                                 | 12  

-2-

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

Part IItem 1. Financial Statements

ASSETS

|                     | June 30,2004 | December 31,2003
|-------------------- | ------------ | ----------------
|
|CURRENT ASSETS       |              |                 
|Cash                 |              | $        213,846
|Total Current Assets |              | 213,846         
|TOTAL ASSETS         |              | $        213,846

LIABILITIES AND STOCKHOLDERS' EQUITY

|CURRENT LIABILITIES                                  |  |                  |   |                  |  
|---------------------------------------------------- |  | ---------------- | - | ---------------- | -
|Accrued compensation                                 |  | $         60,000 |   | $         48,000 |  
|Total Current Liabilities                            |  | 60,000           |   | 48,000           |  
|STOCKHOLDERS' EQUITY                                 | 
|Common stock: 50,000,000 shares authorized at $0.001 | 
|par value; 455,073 shares issued and outstanding     |  | 455              |   | 455              |  
|Additional paid-in capital                           |  | 423,353          |   | 423,353          |  
|Deficit accumulated during the development stage     |  | (269,962         | ) | (250,334         | )
|Total Stockholders' Equity                           |  | 153,846          |   | 173,474          |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           |  | 213,846          |   | 221,474          |  

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

-3-

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

|                        | For the ThreeMonths EndedJune 30,2004    2003 | For the SixMonths EndedJune 30,2004    2003 | FromInception onDecember 4,1987 to     June 30,     
     2004
|----------------------- | --------------------------------------------- | ------------------------------------------- | --------------------------------------------------------------
|REVENUES                |                                               | $          --                               |                                                               
|EXPENSES                |                                              
|Officer compensation    |                                               | 6,000                                       |                                                               
|Bad debt expense        |                                               | --                                          |                                                               
|Outside services        |                                               | --                                          |                                                               
|Professional fees       |                                               | 3,698                                       |                                                               
|Rent                    |                                               | --                                          |                                                               
|Travel                  |                                               | --                                          |                                                               
|Administrative expenses |                                               | 25                                          |                                                               
|Depreciation            |                                               | --                                          |                                                               
|Amortization            |                                               | --                                          |                                                               
|Interest                |                                               | --                                          |                                                               
|Total Expenses          |                                               | 9,723                                       |                                                               
|OTHER INCOME            |                                              
|Interest income         |                                               | 399                                         |                                                               
|Total Other Income      |                                               | 399                                         |                                                               
|NET LOSS BEFORE         |                                              
|DISCONTINUED            |                                              
|OPERATIONS              |                                               | (9,324                                      | )                                                             
|LOSS FROM               |                                              
|DISCONTINUED            |                                              
|OPERATIONS              |                                               | --                                          |                                                               
|GAIN ON DISPOSAL OF     |                                              
|DISCONTINUED            |                                              
|OPERATIONS              |                                               | --                                          |                                                               
|NET LOSS                |                                               | $   (9,324                                  | )                                                             
|BASIC LOSS PER SHARE    |                                               | $     (0.02                                 | )                                                             
|WEIGHTED AVERAGE        |                                              
|SHARES OUTSTANDING      |                                               | 455,073                                     |                                                               

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

-4-

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RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)Statements of Stockholders' Equity (Deficit)
From Inception on December 4, 1987 through June 30, 2004

|                                    | Common StockShares  Amount | AdditionalPaid-inCapital | DeficitAccumulatedDuring TheDevelopmentStage
|----------------------------------- | -------------------------- | ------------------------ | --------------------------------------------
|Balances, December 4, 1987          |                            | --                       |                                             
|Shares issued to
     incorporators |                           
|for cash $0.60 per share            |                            | 13,333                   |                                             
|Net loss for period ended           |                           
|December 31, 1987                   |                            | --                       |                                             
|Balances, December 31, 1987         |                            | 13,333                   |                                             
|Shares issued at public offering    |                           
|$7.50 per share restated            |                            | 38,537                   |                                             
|Cost of public offering             |                            | --                       |                                             
|Sale of warrants                    |                            | --                       |                                             
|Net loss for year ended             |                           
|December 31, 1988                   |                            | --                       |                                             
|Balances, December 31, 1988         |                            | 51,870                   |                                             
|Net loss for year ended             |                           
|December 31, 1989                   |                            | --                       |                                             
|Balances, December 31, 1989         |                            | 51,870                   |                                             
|Net loss for year ended             |                           
|December 31, 1990                   |                            | --                       |                                             
|Balances, December 31, 1990         |                            | 51,870                   |                                             
|Net loss for year ended             |                           
|December 31, 1991                   |                            | --                       |                                             
|Balances, December 31, 1991         |                            | 51,870                   |                                             

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

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RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on December 4, 1987 through June 30, 2004

|                            | Common Stock
Shares     Amount | AdditionalPaid-inCapital | DeficitAccumulatedDuring theDevelopmentStage |            
|--------------------------- | ------------------------------ | ------------------------ | -------------------------------------------- | -----------
|Balances, December 31, 1991 |                                | 51,870                   |                                              | $        52
|Shares issued to acquire    |                               
|100% of 127 Main            |                               
|Street, Inc.                |                                | 51,869                   |                                              | 52         
|Net loss for year ended     |                               
|December 31, 1992           |                                | --                       |                                              | --         
|Balances, December 31, 1992 |                                | 103,739                  |                                              | 104        
|Adjustment for fractional   |                               
|shares in 30-for-1          |                               
|reverse split               |                                | 122                      |                                              | --         
|Exercise of warrants        |                                | 351,212                  |                                              | 351        
|Net income for year ended   |                               
|December 31, 1993           |                                | --                       |                                              | --         
|Balances, December 31, 1993 |                                | 455,073                  |                                              | 455        
|Net income for year ended   |                               
|December 31, 1994           |                                | --                       |                                              | --         
|Balances, December 31, 1994 |                                | 455,073                  |                                              | 455        
|Net income for year ended   |                               
|December 31, 1995           |                                | --                       |                                              | --         
|Balances, December 31, 1995 |                                | 455,073                  |                                              | 455        
|Net income for year ended   |                               
|December 31, 1996           |                                | --                       |                                              | --         
|Balances, December 31, 1996 |                                | 455,073                  |                                              | 455        
|Net loss for the year ended |                               
|December 31, 1997           |                                | --                       |                                              | --         
|Balance, December 31, 1997  |                                | 455,073                  |                                              | $       455

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

-6-

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RED HORSE ENTERTAINMENT CORPORATION
(A Development Stage Company)Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on December 4, 1987 through June 30, 2004

|                              | Common StockShares      
     Amount | AdditionalPaid-inCapital | DeficitAccumulatedDuring theDevelopmentStage |                
|----------------------------- | ------------------------------------ | ------------------------ | -------------------------------------------- | ---------------
|Balance, December 31, 1997    |                                      | 455,073                  |                                              | $           455
|Net income for the year ended |                                     
|December 31, 1998             |                                      | --                       |                                              | --             
|Balance, December 31, 1998    |                                      | 455,073                  |                                              | 455            
|Net income for the year ended |                                     
|December 31, 1999             |                                      | --                       |                                              | --             
|Balance, December 31, 1999    |                                      | 455,073                  |                                              | 455            
|Net income for the year ended |                                     
|December 31, 2000             |                                      | --                       |                                              | --             
|Balance, December 31, 2000    |                                      | 455,073                  |                                              | 455            
|Net loss for the year ended   |                                     
|December 31, 2001             |                                      | --                       |                                              | --             
|Balance, December 31, 2001    |                                      | 455,073                  |                                              | 455            
|Net loss for the year ended   |                                     
|December 31, 2002             |                                      | --                       |                                              | --             
|Balance, December 31, 2002    |                                      | 455,073                  |                                              | 455            
|Net loss for the year ended   |                                     
|December 31, 2003             |                                      | --                       |                                              | --             
|Balance, December 31, 2003    |                                      | 455,073                  |                                              | 455            
|Net loss for the six months   |                                     
|ended June 30, 2004           |                                     
|(unaudited)                   |                                      | --                       |                                              | --             
|Balance, June 10, 2004        |                                     
|(unaudited)                   |                                      | 455,073                  |                                              | $        455   

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

-7-

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

|                                              | For the Six Months EndedJune 30, | FromInception onDecember 4,1987 toJune 30,
|--------------------------------------------- | -------------------------------- | ------------------------------------------
|
|CASH FLOWS FROM OPERATING ACTIVITIES          |                                  |                                           
|Net loss                                      |                                  | $      (19,628                            
|Adjustments to reconcile net loss to net      |                                 
|cash provided (used) by operating activities: |                                 
|Depreciation                                  |                                  | --                                        
|Amortization                                  |                                  | --                                        
|Loss on disposal of discontinued operations   |                                  | --                                        
|Changes in operating assets and liabilities:  |                                 
|Increase in accounts payable                  |                                  | --                                        
|Increase in accrued expenses                  |                                  | 12,000                                    
|Net Cash Used by Operating                    |                                 
|Activities                                    |                                  | (7,628                                    
|CASH FLOWS FROM INVESTING ACTIVITIES          |                                 
|Organization expenses                         |                                  | --                                        
|Sale of fixed assets                          |                                  | --                                        
|Purchase of equipment and leasehold           |                                 
|improvements                                  |                                  | --                                        
|Net Cash Used by Investing Activities         |                                  | --                                        
|CASH FLOWS FROM FINANCING ACTIVITIES          |                                 
|Proceeds from debentures                      |                                  | --                                        
|Proceeds from stock issuance                  |                                  | --                                        
|Sale warrants                                 |                                  | --                                        
|Exercise of warrants                          |                                  | --                                        
|Net Cash Provided by Financing Activities     |                                  | --                                        
|INCREASE (DECREASE) IN CASH                   |                                  | (7,628                                    
|CASH AT BEGINNING OF PERIOD                   |                                  | 221,474                                   
|CASH AT END OF PERIOD                         |                                  | $      213,846                            

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

-8-

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

|                                   | For the Six Months EndedJune 30, | FromInception onDecember 4,1987 toJune 30,
|---------------------------------- | -------------------------------- | ------------------------------------------
|
|SUPPLEMENTAL CASH FLOW INFORMATION |                                  |                                           
|Cash paid for interest             |                                  | $               --                        
|Cash paid for taxes                |                                  | $               --                        
|NON-CASH INVESTING ACTIVITIES      |                                 
|Sale of subsidiary                 |                                  | $               --                        

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

-9-

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

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, 2003 Annual Report on Form 10-KSB.  Operating  results for
the six months  ended June 30, 2004 are not  necessarily  indicative  of the
results that may be expected for the year ending December 31, 2004.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

-10-

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

# Six-Month Periods Ended
June 30, 2004 and 2003

The Company had no
revenue from continuing operations for the six-month periods ended June 30, 2004 and 2003.

General and
administrative expenses for the six-month periods ended June 30, 2004 and 2003, consisted
of general corporate administration, officer compensation, legal and professional
expenses, and accounting and auditing costs.  These expenses were $20,237 and $17,599 for
the six-month periods ended June 30, 2004 and 2003, respectively.

Interest income in the
six-month periods ended June 30, 2004 and 2003, was $609 and $509, respectively.  As a
result of the foregoing factors, the Company realized a net loss of $19,628 for the six
months ended June 30, 2004, as compared to a net loss of $17,090 for the same period in
2003.

# Liquidity and Capital
Resources

At June 30, 2004, the
Company had working capital of approximately $153,846, as compared to $173,474 at
December 31, 2003.  Working capital as of both dates consisted of cash and cash
equivalents.

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

# Forward-Looking
Statement Notice

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

# Item 3.  Controls and
Procedures

As of June 30, 2004 an
evaluation was performed under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Company's disclosure controls and
procedures.  Based on that evaluation, the Company's management, including the Chief
Executive Officer and Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective.  There have been no significant changes in the
Company's internal controls or in other factors that could significantly affect internal
controls subsequent to the date of the evaluation.

-11-

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# PART II. OTHER
INFORMATION

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

Reports on Form 8-K:  None

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

|ExhibitNo. | Title of Document                                                                                                                         
|---------- | ------------------------------------------------------------------------------------------------------------------------------------------
|31.1       | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002        
|32.1       | Certifications  of the Chief  Executive  Officer  and Chief  Financial  Officer  pursuant  to
ection 906 of the Sarbanes-Oxley Act of 2002

# 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 5, 2004 | By: /s/ Wayne M. Rogers
      Chief Executive and Financial Officer

-12-

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