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, 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  September  30, 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 September 30, 2003 (Unaudited) and          4
              December 31, 2002

              Statements of Operations for the Three Months and Nine Months    5
              Ended September 30, 2003 and 2002 and From Inception on
              December 4, 1987 Through September 30, 2003 (Unaudited)

              Statements of Stockholders' Equity (Deficit) From Inception      6
              on December 4, 1987 through September 30, 2003

              Statements of Cash Flows for the Nine Months Ended               9
              September 30, 2003 and 2002 and From Inception on
              December 4, 1987 Through September 30, 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

                   September 30, 2003 and December 31, 2002



                                       3

<PAGE>


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


                                     ASSETS

                                                  September 30,   December 31,
                                                      2003           2002
                                                  ------------   -------------
                                                   (Unaudited)

CURRENT ASSETS

  Cash                                            $    223,529   $     230,464
                                                  ------------   -------------

   Total Current Assets                                223,529         230,464
                                                  ------------   -------------

   TOTAL ASSETS                                   $    223,529   $     230,464
                                                  ============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES

  Accounts payable- related party                 $      1,125   $           -
  Accrued compensation                                  42,000          24,000
                                                  ------------   -------------

   Total Current Liabilities                            43,125          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    (243,404)       (217,344)
                                                  ------------   -------------

   Total Stockholders' Equity                          180,404         206,464
                                                  ------------   -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $    223,529   $     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
                            For the Three         For the Nine    Inception on
                            Months Ended          Months Ended     December 4,
                            September 30,         September 30,     1987 to
                        -------------------- -------------------- September 30,
                            2003      2002       2003     2002        2003
                        ---------  --------- ---------  --------- ------------

REVENUES                $       -  $       - $       -  $       - $          -

EXPENSES

  Officer compensation      6,000          -    18,000          -       42,000
  Bad debt expense              -          -        -           -       35,000
  Outside services          1,125          -     1,400        550       14,506
  Professional fees         1,160        830     6,274      4,329      100,202
  Rent                          -          -         -          -        6,545
  Travel                        -          -         -          -       18,336
  Administrative expenses     832         58     1,042        925       33,323
  Depreciation                  -          -         -          -        1,546
  Amortization                  -          -         -          -          472
  Interest                      -          -         -          -          418
                        ---------  --------- ---------  --------- ------------

   Total Expenses           9,117        888    26,716      5,804      252,348
                        ---------  --------- ---------  --------- ------------
OTHER INCOME

  Interest income             147        562       656      1,696      144,068
                        ---------  --------- ---------  --------- ------------

   Total Other Income         147        562       656      1,696      144,068
                        ---------  --------- ---------  --------- ------------

NET LOSS BEFORE
 DISCONTINUED
 OPERATIONS                (8,970)      (326)  (26,060)    (4,108)    (108,280)

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

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

NET LOSS                $  (8,970) $    (326)$ (26,060) $  (4,108)$   (243,404)
                        =========  ========= =========  ========= ============

BASIC LOSS PER SHARE    $   (0.02) $   (0.00)$   (0.06) $   (0.01)
                        =========  ========= =========  =========

WEIGHTED AVERAGE
 SHARES OUTSTANDING       455,073    455,073   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 September 30, 2003

<TABLE>
<CAPTION>
                                                                         Deficit
                                                                       Accumulated
                                     Common Stock         Additional   During The
                                -----------------------     Paid-in    Development
                                  Shares      Amount        Capital       Stage
                                ---------   -----------   ----------   ------------
<S>                             <C>         <C>           <C>          <C>
Balance, December 4, 1987               -   $         -   $        -   $          -

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

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

Balance, 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)
                                ---------   -----------   ----------   ------------

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

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

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

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

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

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

Balance, 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 September 30, 2003

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

Balance, 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)
                            ----------   ----------   -----------   -----------

Balance, 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
                            ----------   ----------   -----------   -----------

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

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

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

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

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

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

Balance, 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.

                                       7

<PAGE>

                       RED HORSE ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
        From Inception on December 4, 1987 through September 30, 2003

                                                                      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 year ended
 December 31, 2002                   -            -             -       (30,741)
                            ----------   ----------   -----------   -----------

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

Net loss for the nine months
 ended September 30, 2003
 (unaudited)                         -            -             -       (26,060)
                            ----------   ----------   -----------   -----------

Balance, September 30, 2003
 (unaudited)                   455,073   $      455   $   423,353   $  (243,404)
                            ==========   ==========   ===========   ============

   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 Nine Months Ended   December 4,
                                                        September 30,          1987 to
                                                 --------------------------  September 30,
                                                    2003          2002           2003
                                                 ------------  ------------  ------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                              <C>           <C>           <C>
  Net loss                                       $   (26,060)  $    (4,108)  $  (243,404)
  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 - related party        1,125             -         1,125
   Increase in accrued expenses                       18,000             -       328,334
                                                 ------------  ------------  ------------

     Net Cash Used by Operating Activities             6,935        (4,108)     (688,117)
                                                 ------------  ------------  ------------

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                           (6,935)       (4,108)      223,529

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

CASH AT END OF PERIOD                            $   223,529   $   233,097   $   223,529
                                                 ============  ============  ============
</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 Nine Months Ended   December 4,
                                              September 30,          1987 to
                                       --------------------------  September 30,
                                          2003          2002           2003
                                       ------------  ------------  ------------

SUPPLEMENTAL CASH FLOW INFORMATION

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

NON-CASH INVESTING ACTIVITIES

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


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

                                       10

<PAGE>



NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying  unaudited 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 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  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  September  30, 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

Nine-Month Periods Ended September 30, 2003 and 2002

The Company had no revenue from continuing operations for the nine-month periods
ended September 30, 2003 and 2002.

General and  administrative  expenses for the nine-month periods ended September
30, 2003 and 2002,  consisted  of general  corporate  administration,  legal and
professional  expenses,  and accounting and auditing costs.  These expenses were
$26,716 and $5,804 for the nine-month periods ended September 30, 2003 and 2002,
respectively.  The increase in expenses is  attributable  to the  recognition of
officer  compensation expense of $18,000 for the nine months ended September 30,
2003, as compared to no  compensation  expense  recognized by the Company during
the comparable period 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  $9,000 of
compensation  from the Company in the nine months ended September 30, 2003, or a
total of $18,000.

Interest income in the nine-month periods ended September 30, 2003 and 2002, was
$656 and $1,696, respectively. As a result of the foregoing factors, the Company
realized a net loss of $26,060 for the nine months ended  September 30, 2003, as
compared to a net loss of $4,108 for the same period in 2002.

Liquidity and Capital Resources

At  September  30,  2003,  the  Company  had  working  capital of  approximately
$180,404,  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

As of September 30, 2003 an evaluation was performed  under the  supervision and
with  the  participation  of  the  Company's  management,  including  the  Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
on that  evaluation,  the Company's  management,  including the Chief  Executive
Officer and Chief  Financial  Officer,  concluded that the Company's  disclosure

                                       12

<PAGE>

controls and procedures were effective.  There have been no significant  changes
in the Company's internal controls or in other factors that could  significantly
affect internal controls subsequent to the date of the evaluation.

                           PART II. OTHER INFORMATION

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

      Reports on Form 8-K:  None

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

 Exhibit      SEC Ref.     Title of Document
   No.           No.

   31.1          31        The certification required by Rule 13a-14(a) or
                           Rule 15d-14(a)

   32.1          32        The certifications required by Rule 13a-14(b) or
                           Rule 15d-14(b) and
                           18 U.S.C. Section 1350


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

                                       13