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, 1999

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

     For the transition period from        to

                   Commission File No. 0-23015

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

            Nevada                          87-0450232
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)
                                                 
         11828 La Grange Avenue, Los Angeles, CA  90025
            (Address of principal executive offices)

                         (310) 473-0213
                   (Issuer's telephone number)
                                
                         Not Applicable
(Former name, address and fiscal year, if changed since last report)

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:
State  the number of shares outstanding of each of the  issuer's
classes  of  common  equity, as of the latest practicable  date:
455,073 shares of common stock.

<PAGE>
                           FORM 10-QSB
               RED HORSE ENTERTAINMENT CORPORATION
                                
                              INDEX
                                                       Page
PART I.   Financial Information                            
          
          Financial Statements                             
          
          Balance Sheets - March 31, 1999 and              
          December 31, 1998                               3
          
          Statements of Operations - Three Months          
          Ended March 31, 1999 and 1998, and               
          Inception to March 31, 1999                     4
                                                           
          Statements of Cash Flows - Three Months          
          Ended March 31, 1999 and 1998,                   
          and Inception to March 31, 1999                 5
                                                           
          Notes to Consolidated Financial Statements      7

          Management's Discussion and Analysis of          
          Financial   Condition  and   Results   of      11
          Operations                                       

PART II.  Other Information                              12
                                                           
Signatures                                               12

                             PART I.
                      Financial Information

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

                                    2
<PAGE>

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


                              ASSETS
                                                     March 31,     December 31,
                                                       1999            1998
                                                    (Unaudited)
CURRENT ASSETS

  Cash                                              $  229,400     $   232,359

     Total Current Assets                              229,400         232,359

PROPERTY AND EQUIPMENT (Note 3)                              -             152

     TOTAL ASSETS                                   $  229,400     $   232,511


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts payable                                  $        -     $         -

     Total Current Liabilities                               -               -

STOCKHOLDERS' EQUITY

  Common stock 50,000,000 shares authorized, 
  at $0.001 par value; 455,073 shares issued 
  and outstanding                                          455             455
  Additional paid-in capital                           423,353         423,353
  Deficit accumulated during the development stage    (194,408)       (191,297)

     Total Stockholders' Equity                        229,400         232,511

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $  229,400      $  232,511


The accompanying notes are an integral part of these financial statements

                                    3
<PAGE>

               RED HORSE ENTERTAINMENT CORPORATION
                  (A Development Stage Company)
                     Statements of Operations
                           (Unaudited)
                                 
                                                                       From
                                                                    Inception on
                                                                     December 4,
                                      For the Three Months Ended      1987 to
                                         Months Ended March 31,      March 31,
                                        1998               1999        1999

REVENUES                              $        -       $       -   $         -

EXPENSES

 Bad debt expense                              -               -        35,000
 Outside services                            740           1,196         9,853
 Professional fees                           465           1,911        72,566
 Rent                                          -               -         6,545
 Travel                                        -               -        18,336
 Administrative expenses                     108           2,085        27,521
 Depreciation                                 34             152         1,546
 Amortization                                  -               -           472
 Interest                                      -               -           377

  Total Expenses                           1,347           5,344       172,216

OTHER INCOME

 Interest income                             956           2,233       112,932

  Total Other Income                         956           2,233       112,932

NET INCOME (LOSS) BEFORE
 DISCONTINUED OPERATIONS                    (391)         (3,111)      (59,284)

LOSS FROM DISCONTINUED
 OPERATIONS (Note 6)                           -               -      (911,314)

GAIN ON DISPOSAL OF
 DISCONTINUED OPERATIONS (Note 6)              -               -       776,190

NET INCOME (LOSS)                     $     (391)      $  (3,111)  $  (194,408)

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

WEIGHTED AVERAGE SHARES
 OUTSTANDING                             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 Cash Flows
                           (Unaudited)
                                 
                                                                       From
                                                                    Inception on
                                                                    December 4,
                                       For the Three Months Ended     1987 to
                                          Months Ended March 31,    March 31,
                                           1998           1999         1999

CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)                      $   (391)     $  (3,111)  $   (194,408)
 Adjustments to reconcile net loss 
  to net cash provided (used) by 
  operating activities:
  Depreciation                                34            152          1,546
  Amortization                                 -              -            472
  Loss on disposal of discontinued 
   operations                                  -              -       (776,190)
 Changes in operating assets ad 
  liabilities:
  Increase (decrease) in accounts 
   payable                                (2,010)             -              -
  Increase in accrued expenses                 -              -        286,334

   Net Cash Provided (Used) by
     Operating Activities                 (2,367)        (2,959)      (682,246)

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 IN CASH AND CASH EQUIVALENTS     (2,367)        (2,959)       229,400

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                    231,482        232,359              -

CASH AND CASH EQUIVALENTS AT END OF
  PERIOD                              $  229,115     $  229,400      $ 229,400


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

                                    5
<PAGE>

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

                                 
                                                                      From
                                                                  Inception on
                                                                    December 4,
                                      For the Three Months Ended     1987 to
                                         Months Ended March 31,     March 31,
                                           1998        1999           1999

SUPPLEMENTAL CASH FLOW INFORMATION

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

NON-CASH INVESTING ACTIVITIES

 Sale of subsidiary (Note 6)            $     -       $    -       $ 2,023,767


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

                                    6
<PAGE>

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


NOTE 1 -  ORGANIZATION AND CORPORATE HISTORY

       The  Company  was incorporated in the State  of  Nevada  on
       December  4, 1987, under the name of Quantus Capital,  Inc.
       Since  its  inception it has not engaged in  a  significant
       business  activity and is considered to  be  a  development
       stage  company.   The  articles  of  incorporation  of  the
       Company  state  that  its  purpose  is  to  engage  in  the
       business  of making investments and acquisition of  assets,
       properties  and  businesses and to engage in  any  and  all
       other lawful business.

       Pursuant  to  a  special meeting of  shareholders  held  on
       March  9,  1992,  the  Company made the following  changes:
       (1)  To issue 1,556,000 shares of stock to acquire 100%  of
       the  outstanding  shares  of 127 Main  Street  Corporation,
       (the  former  Subsidiary)  a  Delaware  Corporation.    (2)
       Adopted  a plan of recapitalization whereby the issued  and
       outstanding shares of the Company were reverse split  on  a
       one  for  five basis.  The shares outstanding were  reduced
       from   7,780,000  to  1,556,000.   (3)  The   articles   of
       incorporation were amended changing the name to  Red  Horse
       Entertainment  Corporation.  All references  to  number  of
       shares  have  been retroactively restated  to  reflect  the
       reverse stock split.

       During   September   1992  the  former   Subsidiary   began
       operating  a  casino  in Central City,  Colorado,  however,
       two weeks later operations were terminated. (Note 6)

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.  Recognition of Income

       The  Company recognizes income and expenses on the  accrual
       basis  of accounting.  The fiscal year of the Company  ends
       on December 31.

       b.  Basic Loss Per Share

       The  computation  of basic loss per share of  common  stock
       is   based  on  the  weighted  average  number  of   shares
       outstanding   during   the   period   of   the    financial
       statements.

       c.  Provision for Taxes

       No  provision for taxes has been recorded due to  operating
       losses  at  December 31, 1994, 1993 and 1992.  The  Company
       has  net  operating loss carryovers for both book  and  tax
       purposes  of  approximately $192,000 which expire  in  2007
       and   2008.   The  potential  tax  benefit  of   the   loss
       carryovers   has  been  offset  in  full  by  a   valuation
       allowance.

                                   7
<PAGE>

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

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       d.  Cash and Cash Equivalents

       The  Company  considers all highly liquid investments  with
       a  maturity  of three months or less when purchased  to  be
       cash equivalents.

       e.  Estimates

       The  preparation  of  financial  statements  in  conformity
       with  generally  accepted  accounting  principles  requires
       management  to make estimates and assumptions  that  affect
       the   reported  amounts  of  assets  and  liabilities   and
       disclosure  of  contingent assets and  liabilities  at  the
       date  of  the financial statements and the reported amounts
       of  revenues  and  expenses during  the  reporting  period.
       Actual results could differ from those estimates.

       f.  Unaudited Financial Statements

       The  accompanying  unaudited financial  statements  include
       all   of   the   adjustments  which,  in  the  opinion   of
       management,  are  necessary for a fair presentation.   Such
       adjustments are of a normal, recurring nature.

NOTE 3 -  PROPERTY AND EQUIPMENT

       Property and equipment consists of the following:
                                                  March 31,       December 31,
                                                    1999              1998

       Office equipment                           $   1,071       $      1,071

       Less accumulated depreciation                 (1,071)            (  919)

           Total Property and Equipment           $       -       $        152

       Equipment is being depreciated over eight years using the
       straight  line method.  Depreciation expense for the  years
       ending  December  31, 1998 and 1997 was  $  134  and  $134,
       respectively.

NOTE 4 -   PUBLIC OFFERING

       In  1988,  the  Company sold 38,537 units  to  the  general
       public.   Each unit consisted of one share of common  stock
       and  one  "A"  warrant that could be used to  purchase  one
       share  of  common  stock for $22.50 per  share  within  two
       years  of the effective date of the offering, and  one  "B"
       warrant  that  could have been used to purchase  one  share
       of  common  stock  for  $37.50  per  share,  which  expired
       November  8,  1993.  The Company received cash of  $289,040
       as a result of this public offering.

                                   8
<PAGE>                                
                                
               RED HORSE ENTERTAINMENT CORPORATION
                 (A Development Stage Company)
               Notes to the Financial Statements
              March 31, 1999 and December 31, 1998

NOTE 5 -   WARRANTS OUTSTANDING

       As   a   result  of  the  Company's  public  offering   the
       underwriter  purchased  a  warrant  that  entitles  him  to
       purchase 3,853 units at a price of $9.375 per unit.

       In  conjunction with the Company's acquisition of 127  Main
       Street  Corporation, the shareholders of  127  Main  Street
       Corporation  were granted warrants or options  to  purchase
       an  aggregate  of  453,093 shares of common  stock  of  the
       parent  Company for a period of five years at  a  price  of
       $9.00   per  share.   As  of  December  31,  1996,  351,212
       warrants  have  been  exercised  wherein  the  Company  has
       received cash of $210,724.

NOTE 6 -   DISCONTINUED OPERATIONS

       On  September  17,  1993 the Company decided  to  terminate
       the  operations of its former subsidiary, 127  Main  Street
       Corporation,  and  the  casino operations  located  at  127
       Main  Street,  Central  City,  Colorado.   Cost  over  runs
       resulting   from  site  conditions  made  it   economically
       unfeasible  to  continue  operations.   Consequently,   the
       facility   was   abandoned  and  all  lease   options   and
       improvements  were lost.  The following  is  a  summary  of
       income   (loss)   from  operations  of  127   Main   Street
       Corporation:

            Revenue - 1992                         $    40,029
            Revenue - 1993                               4,982

             Total Revenue                              45,011

            Operating expenses - 1992                  670,363
            Operating expenses - 1993                  285,962

             Total Operating Expenses                  956,325

               Loss from Discontinued Operations   $  (911,314)

            Write off of assets - 1992             $(1,246,097)
            Gain on assumption of debt - 1993        2,022,287

               Gain on Disposal of
                Discontinued Operations            $   776,190

NOTE 7 -    DISPOSAL OF SUBSIDIARY - RELATED PARTY TRANSACTION

       On  March  19,  1994,  the Company  entered  into  a  stock
       purchase  agreement  whereby two officers  of  the  Company
       purchased  all  of the outstanding shares of the  Company's
       former  subsidiary,  127  Main  Street  Corporation.    The
       shares were sold for the nominal amount of $500.

                                   9
<PAGE>

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


NOTE 8 -    REVERSE STOCK SPLIT

       On   August  2,  1993,  the  shareholders  of  the  Company
       approved  a  30-for-1 reverse stock split.   The  financial
       statements  have  been  restated  to  reflect  this  change
       retroactively to the beginning of the periods presented.

NOTE 9 - GOING CONCERN

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

NOTE 10 - STOCK OPTIONS

       On  February 1, 1994, the Company issued options to two  of
       its  officers,  for each one to purchase 25,000  shares  of
       common  stock  at a price of $0.50 per share.   The  option
       is for a term of five years.

NOTE 11 - CONCENTRATIONS OF RISK

       The  Company  maintains a money market  investment  account
       which  accounts for $225,450 of the balance of  cash.   The
       account  is  not insured by the FDIC, nor is it  guaranteed
       by  the  bank.   The  investment is subject  to  investment
       risk, including potential principle loss.

                                  10
<PAGE>

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Month periods Ended March 31, 1999 and 1998

The  Company  had  no revenue from continuing operations  for  the
three-month periods ended March 31, 1999 and 1998.

General  and  administrative expenses for the three month  periods
ended  March  31,  1999 and 1998, consisted of  general  corporate
administration,  legal and professional expenses,  and  accounting
and  auditing  costs.  These expenses were $5,344 and  $1,347  for
the   three-month  periods  ended  March  31,   1999   and   1998,
respectively.

Interest  income in the three-month periods ended March  31,  1999
and  1998,  was $2,233 and $956, respectively, resulted  from  the
investment of funds in short-term, liquid cash equivalents.

As  a result of the foregoing factors, the Company realized a  net
loss  of  $3,111  for the three months ended March  31,  1999,  as
compared to a net loss of $391 for the same period in 1998.

Liquidity and Capital Resources

At   March   31,  1999,  the  Company  had  working   capital   of
approximately  $229,400, as compared to $232,359 at  December  31,
1998.   Working  capital as of both dates consisted  substantially
of   short-term  investments,  and  cash  and  cash   equivalents.
Although the Company's most significant assets consist largely  of
cash  and  cash equivalents, the Company has no intent to  become,
or  hold  itself out to be, engaged primarily in the  business  of
investing,  reinvesting,  or trading in securities.   Accordingly,
the  Company  does  not  anticipate  being  required  to  register
pursuant to the Investment Company Act of 1940 and expects  to  be
limited  in its ability to invest in securities, other  than  cash
equivalents and government securities, in the aggregate amount  of
over  40%  of  its  assets.  There can be no assurances  that  any
investment made by the Company will not result in losses.

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

                                  12
<PAGE>

                   PART II.  OTHER INFORMATION
                                
EXHIBITS AND REPORTS ON FORM 8-K
                                
EXHIBITS:   Included  only  with the  electronic  filing  of  this
report  is the Financial Data Schedule for the three-month  period
ended March 31, 1999 (Exhibit Ref. No. 27).

REPORTS ON FORM 8-K:  None

SIGNATURES

In  accordance  with  the requirements of the  Exchange  Act,  the
registrant  caused this report to be signed on its behalf  by  the
undersigned thereunto duly authorized.

                                   RED HORSE ENTERTAINMENT CORPORATION

Date: May 14, 1999                 By: /s/ Jack Gertino, Secretary