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, 2001

     [   ]     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
incorporation or organization)                 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 September 30, 2001, 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.   Financial Information                                        3

          Balance  Sheets as of September 30, 2001 and December        3
          31, 2000

          Statements of Operations for the Three Months and            4
          Nine Months Ended September 30, 2001 and 2000 and
          From Inception on December 4, 1987 Through September
          30, 2001

          Statements of Stockholders' Equity From Inception on         5
          December 4, 1987 through September 30, 2001

          Statements of Cash Flows for the Nine Months Ended           8
          September 30, 2001 and 2000 and From Inception on
          December 4, 1987 Through September 30, 2001

          Notes to the Financial Statements                           10

          Management's Discussion and  Analysis  of                   11
          Financial Condition

PART II.  Other Information                                           11

          Exhibits and Reports on Form 8-K                            11

          Signatures                                                  12

                                    2
<PAGE>

                             PART I.
                 Item 1.  Financial Information

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


                             ASSETS

                                                 September 30  December 31,
                                                     2001         2000
                                                 (Unaudited)

CURRENT ASSETS
 Cash                                             $  238,871   $  237,671

  Total Current Assets                               238,871      237,671

PROPERTY AND EQUIPMENT                                     -            -

  TOTAL ASSETS                                    $  238,871   $  237,671


              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    (184,937)    (186,137)

  Total Stockholders' Equity                          238,871      237,671

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $  238,871   $  237,671

 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)

<TABLE>
<CAPTION>
                                                                                       From
                                                                                   Inception on
                                         For the                    For the         October 24,
                                    Three Months Ended         Nine Months Ended   1986 Through
                                       September 30,              September 30,     September 30,
                                     2001         2000         2001          2000       2001
<S>                               <C>          <C>          <C>          <C>          <C>
REVENUES                          $       -    $       -    $       -    $       -    $        -

EXPENSES

 Bad debt expense                         -            -            -            -        35,000
 Outside services                         -            -          765          505        10,688
 Professional fees                    1,052          829        5,199        4,444        87,263
 Rent                                     -            -            -            -         6,545
 Travel                                   -            -            -            -        18,336
 Administrative expenses                 15          830          911          925        29,773
 Depreciation                             -            -            -            -         1,546
 Amortization                             -            -            -            -           472
 Interest                                 -            -            -            -           418

  Total Expenses                      1,067        1,659        6,875        5,874       190,041

OTHER INCOME

 Interest income                      1,681        3,399        8,075        9,381       140,228

  Total Other Income                  1,681        3,399        8,075        9,381       140,228

Income (Loss) Before
 Discontinued Operations                614        1,740        1,200        3,507       (49,813)

Loss From Discontinued Operations         -            -            -            -      (911,314 )

Gain on Disposal of
 Discontinued Operations                  -            -            -            -       776,190

NET INCOME (LOSS)                 $     614    $   1,740    $   1,200    $   3,507    $ (184,937)

NET INCOME PER SHARE              $    0.00    $    0.00    $    0.00    $    0.01

WEIGHTED AVERAGE
 SHARES OUTSTANDING                 455,073      455,073      455,073      455,073
</TABLE>

   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
    From Inception on December 4, 1987 through September 30, 2001


                                                                       Deficit
                                                                     Accumulated
                                                         Additional  During The
                                     Common Stock         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, 2001

                                                                   Deficit
                                                                 Accumulated
                                                    Additional   During the
                                  Common Stock       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>

                 RED HORSE ENTERTAINMENT CORPORATION
                   (A Development Stage Company)
      Statements of Stockholders' Equity (Deficit) (Continued)
    From Inception on December 4, 1987 through September 30, 2001


                                                                    Deficit
                                                                  Accumulated
                                                      Additional  During the
                                    Common Stock       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 income for the nine months
 ended September 30, 2001,
 (unaudited)                           -         -            -        1,200

Balance, September 30, 2001
 (unaudited)                     455,073    $  455    $ 423,353    $(184,937)

   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
                                                                          December 4,
                                            For the Nine Months Ended       1987 to
                                                   September 30,         September 30,
                                                 2001          2000          2001
<S>                                            <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)                             $   1,200    $   3,507    $  (184,937)
 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 (decrease) in accounts payable              -         (189)             -
  Increase in accrued expenses                         -            -        286,334

   Net Cash Provided (Used) by Operating
    Activities                                     1,200        3,318       (672,775)

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                                  1,200        2,078        238,871

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                             237,671      232,783

CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                        $ 238,871    $ 234,861    $   238,871
</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
                                                           December 4,
                               For the Nine Months Ended     1987 to
                                       September 30,      September 30,
                                      2001      2000           2001

SUPPLEMENTAL CASH FLOW INFORMATION

 Cash paid for interest             $    -    $    -    $     2,133
 Cash paid for 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, 2001 and December 31, 2000


NOTE 1 -  The  accompanying  financial
       statements  have  been  prepared by  the  Company  without
       audit.   In  the  opinion of management,  all  adjustments
       (which   include   only   normal  recurring   adjustments)
       necessary   to  present  fairly  the  financial  position,
       results  of  operations and cash flows  at  September  30,
       2001  and  2000  and for all periods presented  have  been
       made.

       Certain  information  and  footnote  disclosures  normally
       included  in  financial statements prepared in  accordance
       with  generally accepted accounting principles  have  been
       condensed   or  omitted.   It  is  suggested  that   these
       condensed  financial  statements be  read  in  conjunction
       with  the  financial statements and notes thereto included
       in  the  Company's  December 31,  2000  audited  financial
       statements.   The results of operations for periods  ended
       September   30,   2001  and  2000  are   not   necessarily
       indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

       The  Company's  financial statements  are  prepared  using
       generally accepted accounting principles applicable  to  a
       going  concern  which  contemplates  the  realization   of
       assets  and  liquidation  of  liabilities  in  the  normal
       course  of business.  However, the Company does  not  have
       significant  cash or other material assets,  nor  does  it
       have   an   established  source  of   operating   revenues
       sufficient  to cover its operating costs and to  allow  it
       to  continue as a going concern.  It is the intent of  the
       Company  to  seek  a  merger with an  existing,  operating
       company.   In  the interim, shareholders  of  the  Company
       have committed to meeting its minimal operating expenses.

                                    10
<PAGE>

                             ITEM 2.
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION OR PLAN OF OPERATION

Nine-Month Periods Ended September 30, 2001 and 2000

The Company had no revenue from continuing operations for the
nine-month periods ended September 30, 2001 and 2000.

General and administrative expenses for the nine-month periods
ended September 30, 2001 and 2000, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs.  These expenses were $6,875 and $5,874 for
the nine-month periods ended September 30, 2001 and 2000,
respectively.

Interest income in the nine-month periods ended September 30,
2001 and 2000, was $8,075 and $9,381, respectively.  As a result
of the foregoing factors, the Company realized a net gain of
$1,200 for the nine months ended September 30, 2001, as compared
to a net gain of $3,507 for the same period in 2000.

Liquidity and Capital Resources

At September 30, 2001, the Company had working capital of
$238,871, as compared to $237,671 at December 31, 2000.  Working
capital as of both dates consisted substantially of short-term
investments, and cash and cash equivalents.

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.

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.

                   PART II.  OTHER INFORMATION

Exhibits and Reports on Form 8-K.

     Reports on Form 8-K:  No reports on Form 8-K were filed by
the Company during the quarter ended September 30, 2001.

     Exhibits:  None.

                                    11
<PAGE>
                           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 24, 2001        By: /s/ Jack Gertino, Secretary

                                    12
<PAGE>