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 March 31, 2003

     [ ]  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 March 31,  2003,  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.       Item 1.  Financial Information                                 3

              Balance  Sheets as of March 31,  2003  (Unaudited)             4
              and December 31, 2002

              Statements of Operations for the Three Months Ended            5
              March 31, 2003 and 2002 and From Inception on December 4,
              1987 Through March  31, 2003 (Unaudited)

              Statements of Stockholders' Equity (Deficit) From Inception    6
              on December 4, 1987 through March 31, 2003

              Statements of Cash Flows for the Three MonthsEnded March 31,   9
              2003 and 2002 and From Inception on December 4, 1987 Through
              March 31, 2003 (Unaudited)

              Notes to the Financial Statements                             11

              Item 2.  Management's  Discussion  and Analysis or            12
              Plan of Operation

              Item 3.  Controls and Procedures                              12

PART II.      Other Information                                             13

              Item 6.  Exhibits and Reports on Form 8-K                     13

              Signatures                                                    13

                                       2

<PAGE>


                          Item 1. Financial Information





                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                      March 31, 2003 and December 31, 2002


                                       3

<PAGE>


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


                                     ASSETS

                                                    March 31,     December 31,
                                                      2003            2002
                                                  ------------   -------------
                                                   (Unaudited)

CURRENT ASSETS

  Cash                                            $    228,556   $     230,464
                                                  ------------   -------------

   Total Current Assets                                228,556         230,464
                                                  ------------   -------------

   TOTAL ASSETS                                   $    228,556   $     230,464
                                                  ============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES

  Accrued compensation                            $     30,000   $     24,000
                                                  ------------   -------------

   Total Current Liabilities                            30,000         24,000
                                                  ------------   -------------

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    (225,252)       (217,344)
                                                  ------------   -------------

   Total Stockholders' Equity                          198,556         206,464
                                                  ------------   -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $    228,556   $     230,464
                                                  ============   =============

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

                                       4


<PAGE>


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


                                                                      From
                                                                  Inception on
                                      For the Three Months Ended   December 4,
                                               March 31,             1987 to
                                      -------------------------     March 31,
                                          2003         2002           2003
                                      ------------ ------------  -------------

REVENUES                              $          - $          -  $           -

EXPENSES

  Officer compensation                       6,000            -         30,000
  Bad debt expense                               -            -         35,000
  Outside services                             275          550         13,381
  Professional fees                          1,735        1,683         95,663
  Rent                                           -            -          6,545
  Travel                                         -            -         18,336
  Administrative expenses                      170          841         32,451
  Depreciation                                   -            -          1,546
  Amortization                                   -            -            472
  Interest                                       -            -            418
                                      ------------ ------------  -------------

   Total Expenses                            8,180        3,074        233,812
                                      ------------ ------------  -------------
OTHER INCOME

  Interest income                              272          562        143,684
                                      ------------ ------------  -------------

   Total Other Income                          272          562        143,684
                                      ------------ ------------  -------------

NET LOSS BEFORE
 DISCONTINUED OPERATIONS                    (7,908)      (2,512)       (90,128)

LOSS FROM DISCONTINUED
 OPERATIONS                                      -            -       (911,314)

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

NET LOSS                              $     (7,908)$     (2,512) $    (225,252)
                                      ============ ============  =============

BASIC LOSS PER SHARE                  $      (0.02)$      (0.01)
                                      ============ ============

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


   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)
          From Inception on December 4, 1987 through March 31, 2003

<TABLE>
<CAPTION>
                                                                            Deficit
                                                                          Accumulated
                                        Common Stock        Additional    During The
                                  ------------------------    Paid-in     Development
                                    Shares       Amount       Capital        Stage
                                  -----------  -----------  -----------   -----------
<S>                               <C>          <C>          <C>           <C>
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.

                                       6



<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
          From Inception on December 4, 1987 through March 31, 2003


<TABLE>
<CAPTION>
                                                                            Deficit
                                                                          Accumulated
                                        Common Stock        Additional    During The
                                  ------------------------    Paid-in     Development
                                    Shares       Amount       Capital        Stage
                                  -----------  -----------  -----------   -----------
<S>                               <C>          <C>          <C>           <C>
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.

                                       7

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
          From Inception on December 4, 1987 through March 31, 2003


<TABLE>
<CAPTION>
                                                                            Deficit
                                                                          Accumulated
                                        Common Stock        Additional    During The
                                  ------------------------    Paid-in     Development
                                    Shares       Amount       Capital        Stage
                                  -----------  -----------  -----------   -----------
<S>                               <C>          <C>          <C>           <C>
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 year ended
 December 31, 2002                          -            -            -       (30,741)
                                  -----------  -----------  -----------   -----------

Balance, December 31, 2002            455,073          455      423,353      (217,344)

Net loss for the quarter ended
 March 31, 2003 (unaudited)                 -            -            -        (7,908)
                                  -----------  -----------  -----------   -----------

Balance, March 31, 2003
 (unaudited)                          455,073  $       455  $   423,353   $  (225,252)
                                  ===========  ===========  ===========   ===========
</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
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                 From
                                                                             Inception on
                                                 For the Three Months Ended   December 4,
                                                          March 31,             1987 to
                                                 --------------------------     March 31,
                                                     2003         2002           2003
                                                 ------------  ------------  ------------
<S>                                              <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                       $     (7,908) $     (2,512) $   (225,252)
  Adjustments to reconcile net 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                            -             -             -
    Increase in accrued expenses                        6,000             -       316,334
                                                 ------------  ------------  ------------

     Net Cash Used by Operating
      Activities                                       (1,908)       (2,512)     (683,090)
                                                 ------------  ------------  ------------

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                                      (1,908)       (2,512)      228,556

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                  230,464       237,205             -
                                                 ------------  ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                          $    228,556  $    234,693  $    228,556
                                                 ============  ============  ============
</TABLE>

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

                                       9



<PAGE>


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


                                                                        From
                                                                    Inception on
                                        For the Three Months Ended   December 4,
                                                 March 31,             1987 to
                                        --------------------------     March 31,
                                            2003         2002           2003
                                        ------------  ------------  ------------

SUPPLEMENTAL CASH FLOW INFORMATION

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

NON-CASH INVESTING ACTIVITIES

  Sale of subsidiary                    $          -  $          -  $  2,022,287

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

                                       10


<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                          Notes to Financial statements
                      March 31, 2003 and December 31, 2002



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, 2002 Annual
          Report on Form  10-KSB.  Operating  results for the nine months  ended
          March 31, 2003 are not necessarily  indicative of the results that may
          be expected for the year ending December 31, 2003.



                                       11


<PAGE>



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

Three-Month Periods Ended March 31, 2003 and 2002

The  Company  had no revenue  from  continuing  operations  for the  three-month
periods ended March 31, 2003 and 2002.

General and administrative  expenses for the three-month periods ended March 31,
2003  and  2002,  consisted  of  general  corporate  administration,  legal  and
professional  expenses,  and accounting and auditing costs.  These expenses were
$8,180 and $3,074 for the  three-month  periods  ended  March 31, 2003 and 2002,
respectively.  The increase in expenses is  attributable  to the  recognition of
officer  compensation expense of $6,000 for the quarter ended March 31, 2003, as
compared  to no  compensation  expense  recognized  by the  Company  during  the
comparable quarter in 2002. The Company expects that Wayne M. Rogers and Jack M.
Gertino, both executive officers,  will devote at least 120 hours, or an average
of 10 hours per month per person, to the affairs of the Company,  but the actual
time devoted by these  officers in 2003 may  actually be higher.  The Company is
compensating  Messrs.  Rogers and Gertino for their services at the rate of $100
per hour. Mr. Rogers and Mr. Gertino each accrued  $3,000 of  compensation  from
the Company in the quarter ended March 31, 2003, or a total of $6,000.

Interest  income in the  three-month  periods ended March 31, 2003 and 2002, was
$272 and $562,  respectively.  As a result of the foregoing factors, the Company
realized a net loss of $7,908 for the three  months  ended  March 31,  2003,  as
compared to a net loss of $2,512 for the same period in 2002.

Liquidity and Capital Resources

At March 31, 2003, the Company had working capital of approximately $198,556, as
compared  to $206,464 at December  31,  2002.  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

With the participation of management,  the Company's chief executive officer and
chief  financial  officer  evaluated  the  Company's   disclosure  controls  and

                                       12

<PAGE>

procedures  on March 31, 2002.  Based on this  evaluation,  the chief  executive
officer and the chief financial officer  concluded that the disclosure  controls
and  procedures  are  effective in connection  with the Company's  filing of its
quarterly report on Form 10-QSB for the quarterly period ended March 31, 2003.

Subsequent to March 31, 2003, through the date of this filing of Form 10-QSB for
the  quarterly  period  ended  March 31,  2003,  there have been no  significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect these controls,  including any significant  deficiencies or
material weaknesses of internal controls that would require corrective action.

                           PART II. OTHER INFORMATION

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

      Reports on Form 8-K:  None

     Exhibits: The certifications required by 18 U.S.C. Section 1350, as adopted
pursuant  to Section  906 of the  Sarbanes-Oxley  Act of 2002 are  presented  in
Exhibit 99.1 to this report.

                                   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: May 12, 2003                  By: /s/ Wayne M. Rogers
                                        Chief Executive and Financial Officer

                                       13


<PAGE>


                                  CERTIFICATION

I, Wayne M. Rogers, certify that:

1.  I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Red  Horse
Entertainment Corporation;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 12, 2003                  /s/ Wayne M. Rogers, Chief Executive
                                    and Financial Officer

                                       14