===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C.  20549

                                  FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                       For Quarter Ended: March 31, 2002


                       Commission File Number: 000-30705


                                  Runcorp Inc.
             (Exact name of registrant as specified in its charter)

===============================================================================


                    Nevada                           86-088251
        (State or other jurisdiction of          (I.R.S. Employer
         incorporation or organization)         Identification No.)


         540 5th Ave. S.W., Suite 930, Calgary, Alberta     T2P 0M2
           (Address of principal executive offices)        (Zip code)

                                 (403) 264-7356
              (Registrant's telephone number, including area code)



              (Former name, former address and former fiscal year,
                         if changed since last report.)


===============================================================================

Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           [X] Yes     [ ] No


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

        Common  9,330,000
        Class   Number of shares outstanding at May 17, 2002


===============================================================================

INDEX

PART I - FINANCIAL INFORMATION
                                                                Page
Item 1. Financial Statements

        Balance Sheets                                          F-2

        Statements of Operations (Unaudited)                    F-3

        Statement of Stockholders' Deficit                      F-4

        Statements of Cash Flow (Unaudited)                     F-6

        Notes to Financial Statements                           F-7 - F-12

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                       3

Item 2. Changes in Securities                                   3

Item 3. Defaults Upon Senior Securities                         3

Item 4. Submission of Matters to a Vote of Security Holders     3

Item 5. Other Information                                       3

Item 6. Exhibits and Reports on Form 8-K                        4

Signatures                                                      5

===============================================================================


<PAGE>F-2

                                 RUNCORP, INC.
                         (A Development Stage Company)
                                 BALANCE SHEETS

<table>
<caption>

                                                             <c>                     <c>
                                                                     March 31,               December 31,
                                                                       2002                      2001
                                                                     --------                  --------
        ASSETS                                                     (Unaudited)
CURRENT ASSETS
   Cash and cash equivalents                                    $      12,658            $          424
   Inventory                                                           49,192                    49,192
                                                                     --------                  --------
       Total Current Assets                                            61,850                    49,616

Property and equipment, net of accumulated depreciation
   of $16,485 and $13,995, respectively                                33,083                    35,573

Intangible assets, net amortization of $-0-                               720                       720
                                                                     --------                  --------
      TOTAL ASSETS                                              $      95,653            $       85,909
                                                                     ========                  ========
       LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
   Accounts payable and accrued expense                         $      13,990            $        9,490
   Due to related party                                               279,647                   243,563
                                                                     --------                  --------
      TOTAL LIABILITIES                                               293,637                   253,053
                                                                     --------                  --------

Commitments and contingencies (Note 5)                                      -                         -

STOCKHOLDERS' DEFICIENCY
  Preferred stock, $.001 par value; 25,000,000 shares
    authorized; -0- shares issued and outstanding                           -                         -
  Common stock, $.001 par value; 250,000,000 shares
    authorized; 9,330,000 shares issued and outstanding                 9,330                     9,330
  Additional paid-in capital                                          393,097                   390,456
  Deficit accumulated during the development stage                   (600,411)                 (566,930)
                                                                     --------                  --------
        Total stockholders' deficiency                               (197,984)                 (167,144)
                                                                     --------                  --------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY            $      95,563            $       85,909
                                                                     ========                  ========

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

</table>


<PAGE>F-3


                                 RUNCORP, INC.
                         (A Development Stage Company)
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<table>
<caption>

                                                         <c>                <c>                <c>

                                                                                                     Cumulative
                                                                                                   From Inception
                                                                 Three Months Ended              (January 22, 1996)
                                                                      March 31,                       March 31,
                                                              2002                2001                  2002
                                                           --------            --------               --------
REVENUE                                                $          -        $          -          $           -

EXPENSES
        General and administrative expenses                  29,976              28,658                581,240
                                                           --------            --------               --------
LOSS FROM OPERATIONS                                        (29,976)            (28,658)              (581,240)
                                                           --------            --------               --------
OTHER INCOME (EXPENSE)
  Interest income                                                 -                  -                   3,800
  Interest expense                                           (3,505)             (5,942)               (22,971)
                                                           --------            --------               --------
Total other income (expense)                                 (3,505)             (5,942)               (19,171)
                                                           --------            --------               --------
LOSS BEFORE PROVISION
 FOR INCOME TAXES                                           (33,481)            (34,600)              (600,411)

PROVISION FOR INCOME TAXES                                        -                   -
                                                           --------            --------               --------
NET LOSS                                                   ($33,481)           ($34,600)         $    (600,411)
                                                           ========            ========               ========
NET LOSS PER COMMON SHARE

        Basic   and diluted                            $      $0.00               $0.00
                                                           ========            ========

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

</table>


<PAGE>F-4

                                 RUNCORP, INC.
                         (A Development Stage Company)
                     STATEMENT OF STOCKHOLDERS' DEFICIENCY

<table>
<caption>

                                            <c>                <c>             <c>            <c>               <c>

                                                                                                  Deficit
                                                                                                 Accumulated
                                                                                  Additional     during the
                                                       Common Stock                Paid-in       Development
                                                Shares          Amount             Capital         Stage             Total
                                               ---------           -------         -------       ---------         ---------

Balance at January 22, 1996                            -                 -               -               -                 -

Issuance of shares for cash:
  January 22, 1996 at $0.001                   2,000,000             2,000               -               -             2,000

Net loss                -                              -                 -               -            (400)             (400)
                                               ---------           -------         -------       ---------         ---------
Balance at December 31, 1996                   2,000,000             2,000               -            (400)            1,600

Net loss                -                              -                 -               -            (400)             (400)
                                               ---------           -------         -------       ---------         ---------
Balance at December 31, 1997                   2,000,000             2,000               -            (800)            1,200

Net loss                -                              -                 -               -            (400)             (400)
                                               ---------           -------         -------       ---------         ---------
Balance at December 31, 1998                   2,000,000             2,000               -          (1,200)              800

Issuance of shares for cash:
  March   8, 1999 at $0.01                       350,000               350           3,150               -             3,500
  March 26, 1999 at $0.01                        405,000               405           3,645               -             4,050
  March 29, 1999 at $0.01                        250,000               250           2,250               -             2,500
  March 30, 1999 at $0.01                      1,595,000             1,595          14,355               -            15,950
  March 31, 1999 at $0.01                      1,900,000             1,900          17,100               -            19,000

Issuance of shares for acquisition             7,200,000             7,200               -               -             7,200

Net loss                                               -                 -               -          (3,899)           (3,899)
                                               ---------           -------         -------       ---------         ---------
Balance at December 31, 1999                  13,700,000            13,700          40,500          (5,099)           49,101

Restatement of issuance of shares for
acquisition                                   (6,480,000)           (6,480)              -               -            (6,480)
                                               ---------           -------         -------       ---------         ---------
Balance at December 31, 1999 (restated)
                                               7,220,000             7,220          40,500          (5,099)           42,621

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

</table>


<PAGE>F-5

                                 RUNCORP, INC.
                         (A Development Stage Company)
               STATEMENT OF STOCKHOLDERS' DEFICIENCY (Continued)

<table>
<caption>

                                         <c>             <c>          <c>             <c>               <c>

                                                                                            Deficit
                                                                                          Accumulated
                                                                         Additional       during the
                                                 Common Stock              Paid-in        Development
                                            Shares           Amount        Capital          Stage            Total
                                           ---------       -------         -------        ---------        ---------

Contributed capital                                -             -          17,400                -           17,400

Net loss                                           -             -               -         (206,396)        (206,396)
                                           ---------       -------         -------        ---------        ---------
Balance at December 31, 2000               7,220,000         7,220          57,900         (211,495)        (146,375)

Contributed Capital                                -             -          24,666                -           24,666

Issuance of shares for
conversion of debt June 16, 2001           2,000,000         2,000         198,000                -          200,000

Issuance of shares for services:
  April 20, 2001 at $1.00                     20,000            20          19,980                -           20,000
  May 22, 2001 at $1.00                       50,000            50          49,950                -           50,000
  August 8, 2001 at $1.00                     40,000            40          39,960                -           40,000


Net loss                                           -             -               -         (355,435)        (355,435)
                                           ---------       -------         -------        ---------        ---------
Balance at December 31, 2001               9,330,000         9,330         390,456         (566,930)        (167,144)

Contributed capital (unaudited)                    -             -           2,641                -            2,641

Net loss (unaudited)                               -             -               -          (33,481)         (33,481)
                                           ---------       -------         -------        ---------        ---------
Balance at March 31, 2002 (unaudited)      9,330,000         9,330         393,097         (600,411)        (197,984)
                                           =========       =======         =======        =========        =========

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

</table>


<PAGE>F-6

                                 RUNCORP, INC.
                         (A Development Stage Company)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<table>
<caption>

                                                                     <c>              <c>             <c>

                                                                                                          Cumulative
                                                                                                        From Inception
                                                                            Three Months Ended        (January 22, 1996)
                                                                                 March 31,                to March 31,
                                                                           2002            2001               2002
                                                                         -------          -------           --------
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                      $  (33,481)      $  (34,600)       $  (600,411)
        Adjustments to reconcile net loss to net cash
         used in operating activities:
                Depreciation and amortization                              2,490              829             18,485
                Interest income/expense, net                               2,641            5,942             18,307
                Rent and office expense                                        -                -             26,400
                Issuance of common stock for services                          -                -            110,000
        Changes in certain assets and liabilities:
                Decrease in inventory                                          -                -              2,184
                (Decrease) Increase in prepaid expenses                        -                -                  -
                Increase in organization costs                                 -                -             (2,000)
                Increase in accounts payable and accrued expenses          4,500            4,057             13,990
                                                                         -------          -------           --------
Net cash used in operating activities                                    (23,850)         (23,772)          (413,045)
                                                                         -------          -------           --------
CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of property and equipment                                     -                -            (49,568)
                                                                         -------          -------           --------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Due to/from related party                                         36,084           15,896            228,271
        Issuance of common stock for cash                                      -                -             47,000
        Issuance of common stock - conversion of debt                          -                -            200,000
                                                                         -------          -------           --------
Net cash provided by financing activities                                 36,084           15,896            475,271
                                                                         -------          -------           --------
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                                                12,234           (7,876)            12,658

CASH AND CASH EQUIVALENTS - BEGINNING                                        424           22,382                  -
                                                                         -------          -------           --------
CASH AND CASH EQUIVALENTS - ENDING                                    $   12,658       $   14,506        $    12,658
                                                                         =======          =======           ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

CASH PAID DURING THE PERIOD

        Interest expense                                              $        -       $        -        $         -
                                                                         =======          =======           ========
        Income taxes                                                  $        -       $        -        $         -
                                                                         =======          =======           ========

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

</table>


<PAGE>F-7

                                 RUNCORP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002

NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                NATURE OF OPERATIONS

                The accompanying consolidated financial statements have been
                prepared in accordance with accounting principles generally
                accepted in the United States of America for interim financial
                information and with the instructions to Form 10- QSB and
                Regulation S-B.  Accordingly, they do not include all of the
                information and footnotes required by accounting principles
                generally accepted in the United States of America for complete
                financial statements.  In the opinion of management, all
                adjustments (consisting only of normal recurring adjustments)
                considered necessary for a fair presentation have been included.

                For further information, refer to the financial statements and
                footnotes included in Form 10-KSB for the year ended December
                31, 2001.

                RunCorp, Inc. (the "Company") (formerly Remote Utilities
                Network, Inc.) is currently a development stage company under
                the provisions of Statement of Financial Accounting Standards
                ("SFAS") No. 7. During July 2001, the Company changed its name
                from Remote Utilities Network, Inc. to its current name.  The
                Company was incorporated under the laws of the State of Nevada
                on January 22, 1996.  Management is currently developing a
                business plan to market certain products that they are entitled
                to distribute and sell under its current licensing agreement
                (see Note 4 - Intangible Assets).

                BASIS OF PRESENTATION

                The accompanying financial statements have been prepared in
                conformity with accounting principles generally accepted in the
                United States of America, which contemplate continuation of the
                Company as a going concern.  However, the Company has no
                established source of revenue.  This matter raises substantial
                doubt about the Company's ability to continue as a going
                concern.  Without realization of additional capital, it would be
                unlikely for the Company to continue as a going concern.  These
                financial statement do not include any adjustments relating to
                the recoverability and classification of recorded asset amounts,
                or amounts and classification of liabilities that might result
                from this uncertainty.

                Management plans to take the following steps that it believes
                will be sufficient to provide the Company with the ability to
                continue in existence:

                *       Explore merging or acquiring a company with viable
                        operations.  As of the date of this filing there are no
                        probable or pending acquisitions.

                *       Generate sales from the marketing of the product under
                        its licensing agreement.

                *       Contemplating a private placement for the sale of shares
                        of the Company's common stock.

                *       Contemplating a line of credit with an established
                        financial institution.


<PAGE>F-8

                                 RUNCORP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002


NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                USE OF ESTIMATES

                The preparation of financial statements in conformity with
                accounting principles generally accepted in the United States of
                America 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 revenue and
                expenses during the reporting period.  Actual results could
                differ from those estimates.

                CASH AND CASH EQUIVALENTS

                The Company considers all highly liquid investments purchased
                with original maturities of three months or less to be cash
                equivalents.

                CONCENTRATION OF CREDIT RISK

                The Company places its cash in what it believes to be credit-
                worthy financial institutions.  However, cash balances may
                exceed FDIC insured levels at various times during the year.

                PREPAID EXPENSE

                Prepaid expense consisted of the cost of a service agreement
                entered into with an outside party.  The asset was amortized
                over the life of the agreement, which was approximately one
                year.

                INVENTORY

                Inventory is stated at the lower of cost or market utilizing the
                first-in, first-out method ("FIFO").  Inventory consists mainly
                of various parts and raw materials.

                PROPERTY AND EQUIPMENT

                Property and equipment are recorded at cost.  Depreciation is
                computed using the straight-line method based upon the estimated
                useful lives of the various classes of assets.  Maintenance and
                repairs are charged to expense as incurred.

                INTANGIBLE ASSETS

                Intangible assets consist of the Company's costs for the
                purchase of its licensing agreement.  The costs are being
                amortized over the life of the agreement, which is ten years,
                once sales activities commence.

                INCOME TAXES

                Income taxes provided for are based on the liability method of
                accounting pursuant to SFAS No. 109, "Accounting for Income
                Taxes."  Deferred income taxes, if any, are recorded to reflect
                the tax consequences on future years of differences between the
                tax bases of assets and liabilities and their financial
                reporting amounts at each year-end.


<PAGE>F-9

                                 RUNCORP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2002



NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                FAIR VALUE OF FINANCIAL INSTRUMENTS

                The carrying amounts of the Company's financial instruments,
                which include accounts receivable, accounts payable and other
                accrued expenses, and due to related party approximate their
                values due to their short maturities.

                STOCK-BASED COMPENSATION

                SFAS No. 123, "Accounting for Stock-Based Compensation,"
                encourages, but does not require companies to record
                compensation cost for stock-based employee compensation plans at
                fair value.  The Company has chosen to continue to account for
                stock-based compensation using the intrinsic value method
                prescribed in Accounting Principles Board ("APB") Opinion No.
                25, "Accounting for Stock issued to Employees," and related
                interpretations.  Accordingly, compensation cost for stock
                options is measured as the excess, if any, of the quoted market
                price of the Company's stock at the date of the grant over the
                amount an employee must pay to acquire the stock.

                LOSS PER SHARE

                SFAS No. 128, "Earnings Per Share" requires presentation of
                basic earnings per share ("Basic EPS") and diluted earnings per
                share ("Diluted EPS").

                The computation of basic earnings per share is computed by
                dividing income available to common stockholders by the weighted
                average number of outstanding common shares during the period.
                Diluted earnings per share gives effect to all dilutive
                potential common shares outstanding during the period.  The
                computation of diluted EPS does not assume conversion exercise
                or contingent exercise of securities that would have an
                antidilutive effect on earnings.

                As of March 31, 2002 and 2001, the Company had no potentially
                dilutive securities outstanding.  The shares used in the
                computations were as follows:

                                                         March 31,
                                                -------------------------
                                                   2002            2001
                                                ---------       ---------
                Basic and diluted               9,330,000       7,220,000
                                                =========       =========

                COMPREHENSIVE INCOME

                In June 1998, the Financial Accounting Standards Board ("FASB")
                issued SFAS No. 130, "Reporting Comprehensive Income," which
                establishes standards for the reporting and display of
                comprehensive income and its components in the financial
                statements.  As of March 31, 2002 and 2001, and for the period
                from January 22, 1996 (inception) to March 31, 2002, the Company
                had no items that represent comprehensive income; therefore, has
                not included a schedule of Comprehensive Income in the
                accompanying financial statements.


<PAGE>F-10

                                 RUNCORP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002



NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

                SEGMENT REPORTING

                In June 1997, The FASB issued SFAS No. 131, "Disclosures about
                Segments of an Enterprise and Related Information."  SFAS No.
                131 establishes annual and interim reporting standards for
                operating segments of a company.  It also requres entity-wide
                disclosures about the products and services an entity provides,
                the material countries in which it holds assets and reports
                revenues, and its major customers.  The Company is not organized
                by multiple operating segments for the purpose of making
                operating decisions or assessing perfomance.  Accordingly, the
                Company operates in one operating segment and does not report
                entity-wide dislosures.

                RECENT ACCOUNTING PRONOUNCEMENTS

                On June 29, 2001, Statement of Financial Accounting Standards
                ("SFAS") No. 141, "Business Combinations", was approved by the
                Financial Accounting Standards Board ("FASB").  SFAS 141
                requires that the purchase method of accounting be used for all
                business combinations initiated after June 30, 2001.  Goodwill
                and certain intangible assets will remain on the balance sheet
                and not be amortized.  On an annual basis, and when there is
                reason to suspect that their values have been diminished or
                impaired, these assets must be tested for impairment, and write-
                downs may be necessary.  The Company implemented SFAS No. 141 on
                January 1, 2002.

                On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible
                Assets", was approved by the FASB.  SFAS No. 142 changes the
                accounting for goodwill from an amortization method to an
                impairment-only approach.  Amortization of goodwill, including
                goodwill recorded in past business combinations, will cease upon
                adoption of this statement.  The Company implemented SFAS No.
                142 on January 1, 2002.

                In June 2001, the FASB issued SFAS No. 143, "Accounting for
                Asset Retirement Obligation."  SFAS No. 143 is effective for
                fiscal years beginning after June 15, 2002, and will require
                companies to record a liability for asset retirement obligations
                in the period in which they are incurred, which typically could
                be upon completion or shortly thereafter.  The FASB decided to
                limit the scope to legal obligation and the liability will be
                recorded at fair value.  The effect of adoption of this standard
                on the Company's results of operations and financial positions
                is being evaluated.

                In August 2001, the FASB issued SFAS No. 144, "Accounting for
                the Impairment or Disposal of Long-Lived Assets."  SFAS No. 144
                is effective for fiscal years beginning after December 15, 2001.
                It provides a single accounting model for long-lived assets to
                be disposed of and replaces SFAS No. 121 "Accounting for the
                Impairment of Long-Lived Assets and Long-Lived Assets to Be
                Disposed Of."  The effect of adoption of this standard on the
                Company's results of operations and financial positions is being
                evaluated.



<PAGE>F-11

                                 RUNCORP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002



NOTE 2 -        RELATED PARTY TRANSACTIONS

                Due to Related Party
                                                  March 31,      December 31,
                                                    2002              2001
                                                  --------         --------
                D. Phan                         $  193,757        $ 166,569
                J. Nikiforuk                        25,766           25,766
                Autoeye, Inc.                       25,780           25,780
                R. Gentles                          34,344           25,448
                                                  --------         --------
                                                $  279,647        $ 243,563
                                                  ========         ========

                For the three months ended March 31, 2002 and during the year
                ended December 31, 2001, the Company has advances to/from a
                related party.  Interest on these advances, totaling $2,641 and
                $12,666, respectively, was imputed at a rate of 4.5%.  Interest
                was recorded in the statement of operations, with a
                corresponding contribution to capital.

NOTE 3 -        PROPERTY AND EQUIPMENT

                Property and equipment at cost, consisted of the following:

                                                  March 31,      December 31,
                                                    2002              2001
                                                  --------         --------
                Computer Equipment              $   13,075       $   13,075
                Computer Software                   18,808           18,808
                Furniture and Office Equipment      14,378           14,378
                Leasehold Improvement                3,307            3,307
                                                  --------         --------
                                                    49,568           49,568
                Less:  Accumulated Depreciation    (16,485)         (13,995)
                                                  --------         --------

                Property and Equipment, net     $   33,083       $   35,573
                                                  ========         ========

                For the three months ended March 31, 2002, depreciation and
                amortization expense was $2,490.

NOTE 4 -        INTANGIBLE ASSETS

                During June 1999, the Company entered into a 10-year license
                agreement with a company that the current management has a
                minority common stock ownership.  The license agreement is for
                the manufacturing and marketing of Autoeye Multi-Vehicle
                Surveillance System ("AMVSS"), which is to be marketed to
                automotive dealerships.  In August 1999, the Company's Board of
                Directors approved the issuance of 7,200,000 shares of the
                Company's common stock as payment for the license agreement.
                In accordance with SAB 48, the Company valued the transaction
                at the shareholders cost of the license which totaled $7,200 or
                $.001 per share.


<PAGE>F-12

                                 RUNCORP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2002



NOTE 4 -        INTANGIBLE ASSETS (Continued)

                The agreement was amended in May 2001 and the number of shares
                has been reduced to 720,000.  In accordance with SAB 48, the
                Company revalued the transaction at the shareholders' cost of
                the license which totaled $720 or $.001 per share.

NOTE 5 -        COMMITMENTS AND CONTINGENCIES

                LICENSE AGREEMENT

                In 1999 the Company entered into a license agreement with a
                company that the current management has a minority common stock
                ownership.  As payment for the license agreement, the Company
                issued 7,200,000 shares of their common stock.  In accordance
                with SAB 48, the Company valued the transaction at the
                shareholders' cost of the license which totaled $7,200 or $.001
                per share. The agreement was amended in May 2001 and the number
                of shares has been reduced to 720,000.  In accordance with SAB
                48, the Company revalued the transaction at the shareholders'
                cost of the license which totaled $720 or $.001 per share.


<PAGE>2


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

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This report contains statements that are forward-looking statements within the
meaning of the federal securities laws. These include statements about our
expectations, beliefs, intentions or strategies for the future, which we
indicate by words or phrases such as "anticipate," "expect," "intend," "plan,"
"will," "believe" and similar language. These statements involve known and
unknown risks, including those resulting from economic and market conditions,
the regulatory environment in which we operate, competitive activities, and
other business conditions, and are subject to uncertainties and assumptions set
forth elsewhere in this registration statement. Our actual results may differ
materially from results anticipated in these forward-looking statements. We base
our forward-looking statements on information currently available to us, and we
assume no obligation to update these statements.

                 MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

On June 30, 1999, Runcorp entered into a license agreement with Autoeye, Inc.
for use of the trademarks, trade names, insignia and other indicia for the
technology known as Autoeye Multi Vehicle Surveillance System (the "Autoeye
system"). In consideration of the license, Runcorp issued 720,000 shares of its
common stock to Autoeye. The license is granted for the operation of the
business of manufacturing and marketing the Autoeye system on a worldwide basis
to last for a period of ten years with an option to renew the license agreement
for an additional ten years at no further cost to Runcorp. Under the terms of
the Agreement, Autoeye is responsible for all costs and expenses incurred by
RunCorp in the operation of its business during the development of the project
until the Autoeye system is ready to market. The costs include, but are not
limited to, manufacturing costs, registration fees and employee salaries.

All amounts shown are in the US dollars.

We are in the developmental stage and have no established source of revenue.
We are currently developing a business plan to market certain products we are
entitled to distribute and sell under the license agreement with Autoeye. We
plan to take the following steps that we believe will be sufficient to provide
us with the ability to continue in existence:

1. Management believes we will need to raise between $500,000 and $5,000,000
   over the next 24 months which we will utilize to purchase inventory, and for
   marketing, general working capital purposes and further research and
   development. The exact amount we will need to raise will be determined by the
   then current market conditions, and the status of cash flow within RunCorp.
   It is anticipated that an initial injection of $500,000 will be required
   within the next 6 months primarily to obtain the F.C.C. and Industry Canada
   testing and registration. We propose to raise the amount we need by selling
   shares of our common stock through a secondary public offering followed by
   one or more private placements if necessary.

2. We believe because of the ongoing discussions we have had with large auto
   manufacturing companies and also a large auto insurance companies in regards
   to the sale of the Autoeye product, we anticipate securing of contracts for
   sales in the third quarter of 2002. RunCorp does not currently have any
   formal sales contracts with any interested parties.

3. Should management decide that raising funds by means of a secondary public
   offering or one or more private placements would be detrimental to RunCorp
   and its shareholders due to adverse stock market conditions or because our
   cash flow is limited as a result of little or no revenues, we will attempt to
   secure a line of credit with an established financial institution to assist
   with the purchasing of inventory, and for marketing and general working
   capital purposes.

Our monthly expenditures are minimal as Autoeye currently bears the operational
and development costs pursuant to the license agreement.  Autoeye will continue
to bear these expenses until the product is ready to market. We expect that
testing and registration will be completed and our product will be ready to
market in the third quarter of 2002. Once the product is ready to be made
available for sale, unless the license agreement is extended, RunCorp will be
financially independent from Autoeye and will need to seek additional
capital/funding as outlined above.

The increase in operating expenditures from $28,658 for the three months ended
March 31, 2001 to $29,976 for the same three month period in 2002 is due to
miscellaneous office expenses.

                                   EMPLOYEES

The Company is currently in a start-up phase with no full time employees. It is
expected that as funds become available the six current part time employees
(hired between March and May 2000) may become full time employees and additional
staff will be hired. All future employees will be hired under an equal
opportunity policy and evaluated by their manager on a regular basis with regard
to merit raises and advancements. Currently all part time salaries are borne by
Autoeye Inc. until such time as the product is finished and ready to market,
which was also a condition of the licensing agreement with Autoeye.


<PAGE>3


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and, to the
best of its knowledge, no such action by or against the Company has been
threatened.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.


<PAGE>4


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

  Exhibit No.   Description
  -----------   -----------

        3.1     Articles of Incorporation (incorporated by  reference to Exhibit
                3.1 to the Registrant's  registration statement on Form 10-SB
                filed  with the Securities and Exchange Commission  on May 24,
                2000, File No. 000-30705).

        3.2     Articles of Amendment to Articles of  Incorporation.
                (incorporated by reference to  Exhibit 3.2 to the amended
                registration  statement on Form SB-2 filed with the  Securities
                and Exchange Commission on March  7, 2001, File No. 333-49042).

        3.3     Articles of Amendment to Articles of Incorporation (incorporated
                by reference to Exhibit 3.3 to the Registrant's quarterly report
                on Form 10-QSB for the quarter ended June 30, 2001 filed with
                the Securities and Exchange Commission on August 14, 2001).

        3.4     Restated Bylaws (incorporated by reference to Exhibit 3.3 to the
                Registrant's quarterly report on Form 10-QSB/A for the quarter
                ended March 31, 2001 filed with the Securities and Exchange
                Commission on May 18, 2001)

        4.1     2001 Stock Plan (incorporated by reference to Exhibit 4.1 to the
                Registrant's quarterly report on Form 10-QSB for the quarter
                ended June 30, 2001 filed with the Securities and Exchange
                Commission on August 14, 2001).

        10.1    License Agreement between Autoeye, Inc. and Remote Utilities
                Network, Inc., dated June 30, 1999 (incorporated by reference to
                Exhibit 10.1 to the Registrant's  registration statement on Form
                10-SB filed  with the Securities and Exchange Commission  on May
                24, 2000, File No. 000-30705).

        10.2    Addendum to License Agreement dated December 12, 2000
                (incorporated by reference to Exhibit 10.2 to the amended
                registration  statement on Form SB-2 filed with the Securities
                and Exchange Commission on  March 7, 2001, File No. 333-49042).

(b) Reports on Form 8-K

None.


<PAGE>5

                                   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.

                        Runcorp Inc.


                        By: /s/ David Phan
                                --------------
                                David Phan
                                President

                        Date:   June 3, 2002


                        By: /s/ Robert Gentles
                                --------------
                                Robert Gentles
                                Chief Financial Officer

                        Date:   June 3, 2002