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, 2002

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

     For the transition period from     to

                           Commission File No. 0-23015

                       RED HORSE ENTERTAINMENT CORPORATION
        (Exact name of small business issuer as specified in its charter)

                 Nevada                                87-0450232
    (State or other jurisdiction of         (IRS Employer Identification No.)
     incorporation or organization)

                  11828 La Grange Avenue, Los Angeles, CA 90025
                    (Address of principal executive offices)

                                 (310) 473-0213
                           (Issuer's telephone number)

                                 Not Applicable
      (Former name, address and fiscal year, if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such shorter period that the issuer was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No []

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports  required to be
filed by  Sections  12,  13,  or 15(d) of the  Exchange  Act  subsequent  to the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common
equity:  As of  September  30, 2002,  there were 455,073  shares of common stock
outstanding.

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




<PAGE>


                                   FORM 10-QSB
                       RED HORSE ENTERTAINMENT CORPORATION

                                      INDEX
                                                                        Page

PART I.       Item 1.  Financial Information                             3

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

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

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

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

              Notes to the Financial Statements                         10

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

              Item 3.  Controls and Procedures                          11

PART II.      Other Information                                         12

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

              Signatures                                                12


                                       2

<PAGE>


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



                                     ASSETS

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

CURRENT ASSETS

  Cash and cash equivalents                       $    233,097   $     237,205
                                                  ------------   -------------

   Total Current Assets                                233,097         237,205
                                                  ------------   -------------

PROPERTY AND EQUIPMENT, NET                                  -               -
                                                  ------------   -------------

   TOTAL ASSETS                                   $    233,097   $     237,205
                                                  ============   =============


                      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    (190,711)       (186,603)
                                                  ------------   -------------

   Total Stockholders' Equity                          233,097         237,205
                                                  ------------   -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $    233,097   $     237,205
                                                  ============   =============

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

                                       3

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                             Statement of Operations
                                   (Unaudited)
                                                                      From
                                                                  Inception on
                            For the Three        For the Nine     December 4,
                            Months Ended         Months Ended       1987 to
                            September 30,        September 30,    September 30,
                        -------------------- --------------------
                            2002      2001       2002     2001        2002
                        ---------  --------- ---------  --------- ------------

REVENUES                $       -  $       - $       -  $       - $         -

EXPENSES

  Bad debt expense              -          -         -          -       35,000
  Outside services              -          -       550        765       11,422
  Professional fees           830      1,052     4,329      5,199       92,558
  Rent                          -          -         -          -        6,545
  Travel                        -          -         -          -       18,336
  Administrative expenses      58         15       925        911       32,248
  Depreciation                  -          -         -          -        1,546
  Amortization                  -          -         -          -          472
  Interest                      -          -         -          -          418
                        ---------  --------- ---------  --------- ------------

   Total Expenses             888      1,067     5,804      6,875      198,545
                        ---------  --------- ---------  --------- ------------

OTHER INCOME

  Interest income             562      1,681     1,696      8,075      142,958
                        ---------  --------- ---------  --------- ------------

   Total Other Income         562      1,681     1,696      8,075      142,958
                        ---------  --------- ---------  --------- ------------

NET INCOME (LOSS) BEFORE
 DISCONTINUED
 OPERATIONS                  (326)       614    (4,108)     1,200      (55,587)

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

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

NET INCOME (LOSS)       $    (326) $     614 $  (4,108) $   1,200 $   (190,711)
                        =========  ========= =========  ========= ============

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

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

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

                                       4


<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
          From Inception on December 4, 1987 through September 30, 2002


                                                                    Deficit
                                                                  Accumulated
                                Common Stock         Additional    During The
                           -----------------------    Paid-in     Development
                            Shares       Amount       Capital        Stage
                           ---------   -----------   ----------   ------------
Balances, December 4, 1987         -   $         -   $        -   $          -

Shares issued to incorporators
 for cash $0.60 per share
 (restated)                   13,333            13        7,987              -

Net loss for period ended
 December 31, 1987                 -             -            -           (690)
                           ---------   -----------   ----------   ------------

Balances, December 31, 1987   13,333            13        7,987           (690)

Shares issued at public
 offering $7.50 per share
 restated                     38,537            39      289,001              -

Cost of public offering            -             -      (84,056)             -

Sale of warrants                   -             -          100              -

Net loss for year ended
 December 31, 1988                 -             -            -         (4,538)
                           ---------   -----------   ----------   ------------

Balances, December 31, 1988   51,870            52      213,032         (5,228)

Net loss for year ended
 December 31, 1989                 -             -            -         (5,073)
                           ---------   -----------   ----------   ------------

Balances, December 31, 1989   51,870            52      213,032        (10,301)

Net loss for year ended
 December 31, 1990                 -             -            -        (46,921)
                           ---------   -----------   ----------   ------------

Balances, December 31, 1990   51,870            52      213,032        (57,222)

Net loss for year ended
 December 31, 1991                 -             -            -         (8,472)
                           ---------   -----------   ----------   ------------

Balances, December 31, 1991   51,870   $        52   $  213,032   $    (65,694)
                           ---------   -----------   ----------   ------------

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

                                       5

<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
          From Inception on December 4, 1987 through September 30, 2002


                                                                    Deficit
                                                                  Accumulated
                                Common Stock         Additional    During The
                           -----------------------    Paid-in     Development
                            Shares       Amount       Capital        Stage
                           ---------   -----------   ----------   ------------

Balances, December 31, 1991   51,870   $        52   $  213,032   $    (65,694)

Shares issued to acquire
 100% of 127 Main
 Street, Inc.                 51,869            52          (52)             -

Net loss for year ended
 December 31, 1992                  -            -             -     (1,877,973)
                           ----------   ----------   -----------   ------------

Balances, December 31, 1992   103,739          104       212,980     (1,943,667)

Adjustment for fractional
 shares in 30-for-1
 reverse split                    122            -             -              -

Exercise of warrants          351,212          351       210,373              -

Net income for year ended
 December 31, 1993                  -            -             -      1,731,675
                           ----------   ----------   -----------   ------------

Balances, December 31, 1993   455,073          455       423,353       (211,992)

Net income for year ended
 December 31, 1994                  -            -             -          2,917
                           ----------   ----------   -----------   ------------

Balances, December 31, 1994   455,073          455       423,353       (209,075)

Net income for year ended
 December 31, 1995                  -            -             -          8,222
                           ----------   ----------   -----------   ------------

Balances, December 31, 1995   455,073          455       423,353       (200,853)

Net income for year ended
 December 31, 1996                  -            -             -          7,486
                           ----------   ----------   -----------   ------------

Balances, December 31, 1996   455,073          455       423,353       (193,367)

Net loss for the year ended
 December 31, 1997                  -            -             -           (683)
                           ----------   ----------   -----------   ------------

Balance, December 31, 1997    455,073   $      455   $   423,353   $   (194,050)
                           ----------   ----------   -----------   ------------

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

                                       6


<PAGE>

                                                                    Deficit
                                                                  Accumulated
                                Common Stock         Additional    During The
                            ----------------------    Paid-in     Development
                            Shares       Amount       Capital        Stage
                            ---------  -----------   ----------   ------------


Balance, December 31, 1997    455,073   $      455   $   423,353   $   (194,050)

Net income for the year
 ended December 31, 1998            -            -             -          2,753
                            ---------   ----------   -----------   ------------

Balance, December 31, 1998    455,073          455       423,353       (191,297)

Net income for the year
 ended December 31, 1999            -            -             -             83
                            ---------   ----------   -----------   ------------

Balance, December 31, 1999    455,073          455       423,353       (191,214)

Net income for the year
 ended December 31, 2000            -            -             -          5,077
                            ---------   ----------   -----------   ------------

Balance, December 31, 2000    455,073          455       423,353       (186,137)

Net loss for the year
 ended December 31, 2001            -            -             -           (466)
                            ---------   ----------   -----------   ------------

Balance, December 31, 2001    455,073          455       423,353       (186,603)

Net loss for the nine months
 ended September 30, 2002
 (unaudited)                        -            -             -         (4,108)
                            ---------   ----------   -----------   -------------

Balance, September 30, 2002
 (unaudited)                  455,073   $      455   $   423,353   $   (190,711)
                            =========   ==========   ===========   ============

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

                                       7


<PAGE>


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

<TABLE>
<CAPTION>
                                                                                    From
                                                                                Inception on
                                                     For the Nine Months Ended   December 4,
                                                            September 30,         1987 to
                                                     -------------------------- September 30,
                                                          2002          2001        2002
                                                     ------------  ------------ ------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                  <C>           <C>          <C>
  Net income (loss)                                  $     (4,108) $      1,200 $   (190,711)
  Adjustments to reconcile net income (loss) to net
   cash provided (used) by operating activities:
   Depreciation                                                 -             -        1,546
   Amortization                                                 -             -          472
   Loss on disposal of discontinued operations                  -             -     (776,190)
  Changes in operating assets and liabilities:
   Increase in accounts payable                                 -             -            -
   Increase in accrued expenses                                 -             -      286,334
                                                     ------------  ------------ ------------

     Net Cash Provided (Used) by Operating
      Activities                                           (4,108)        1,200     (678,549)
                                                     ------------  ------------ ------------

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                                          (4,108)        1,200      233,097

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

CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                              $    233,097  $    238,871 $    233,097
                                                     ============  ============ ============
</TABLE>

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

                                       8

<PAGE>


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


                                                                      From
                                                                  Inception on
                                        For the Nine Months Ended  December 4,
                                              September 30,           1987 to
                                       -------------------------- September 30,
                                           2002          2001         2002
                                       ------------  ------------ ------------

SUPPLEMENTAL CASH FLOW INFORMATION

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

NON-CASH INVESTING ACTIVITIES

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



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

                                       9


<PAGE>


                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001
13



NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying  unaudited condensed  financial  statements have been
          prepared by the Company  pursuant to the rules and  regulations of the
          Securities and Exchange  Commission.  Certain information and footnote
          disclosures  normally  included in  financial  statements  prepared in
          accordance with accounting principles generally accepted in the United
          States of America have been  condensed or omitted in  accordance  with
          such rules and regulations.  The information  furnished in the interim
          condensed  financial  statements include normal recurring  adjustments
          and reflects all adjustments, which, in the opinion of management, are
          necessary  for a  fair  presentation  of  such  financial  statements.
          Although management believes the disclosures and information presented
          are adequate to make the information  not misleading,  it is suggested
          that  these  interim  condensed   financial   statements  be  read  in
          conjunction   with  the  Company's  most  recent   audited   financial
          statements and notes thereto  included in its December 31, 2001 Annual
          Report on Form  10-KSB.  Operating  results for the nine months  ended
          September 30, 2002 are not necessarily  indicative of the results that
          may be expected for the year ending December 31, 2002.





                                       10

<PAGE>



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

Nine-Month Periods Ended September 30, 2002 and 2001

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

General and  administrative  expenses for the nine-month periods ended September
30, 2002 and 2001,  consisted  of general  corporate  administration,  legal and
professional  expenses,  and accounting and auditing costs.  These expenses were
$5,804 and $6,875 for the nine-month  periods ended September 30, 2002 and 2001,
respectively.

Interest income in the nine-month periods ended September 30, 2002 and 2001, was
$1,696 and  $8,075,  respectively.  As a result of the  foregoing  factors,  the
Company  realized a net loss of $4,108 for the nine months ended  September  30,
2002, as compared to net income of $1,200 for the same period in 2001.

Liquidity and Capital Resources

At  September  30,  2002,  the  Company  had  working  capital of  approximately
$233,097,  as compared to $237,205 at December 31, 2001.  Working  capital as of
both dates consisted of cash and cash equivalents.

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

Forward-Looking Statement Notice

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

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
procedures on October 21, 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  September 30,
2002.

Subsequent  to October 21, 2002,  through the date of this filing of Form 10-QSB
for  the  quarterly  period  ended  September  30,  2002,  there  have  been  no
significant  changes in the Company's internal controls or in other factors that

                                       11

<PAGE>

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:  None

                                   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: October 28, 2002              By: /s/ Wayne M. Rogers
                                        Chief Executive and Financial Officer

          Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley
                                  Act of 2002.

     In  connection  with  the  Quarterly  Report  of  Red  Horse  Entertainment
Corporation  (the "Company") on Form 10-QSB for the period ending  September 30,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"), I, Wayne M. Rogers, Chief Executive and Financial Officer of the
Company,  certify  pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to
Section  906 of the  Sarbanes-Oxley  Act of 2002,  that:  (1) The  Report  fully
complies  with the  requirements  of  Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934;  and (2) The  information  contained in the Report  fairly
presents,  in all material  respects,  the  financial  condition  and results of
operations of the Company.


Date: October 28, 2002                By: /s/ Wayne M. Rogers
                                          Chief Executive and Financial Officer

                                       12

<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: October 28, 2002              /s/ Wayne M. Rogers
                                    Wayne M. Rogers, Chief Executive and
                                    Financial Officer

                                       13