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

                                  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: September 30, 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 incorporation ororganization)    (I.R.S. Employer 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  12,180,000 Class
                Number of shares outstanding at November 14,2002

INDEX

PART I - FINANCIAL INFORMATION Page Item 1. Financial Statements

        Balance Sheet                                         2

        Statement of Operations                               3

        Statement of Cash Flow (Unaudited)                    4

        Statement of Stockholders' Deficiency               5-6

        Notes to Financial Statements                      7-12

Item 2. Management's Discussion and Plan of Operation     13-15

Item 3. Controls and Procedure                               15

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                    15

Item 2. Changes in Securities                                15

Item 3. Defaults Upon Senior Securities 14

Item 4. Submission of Matters to a Vote of Security Holders 15

Item 5. Other Information                                   15

Item 6. Exhibits and Reports on Form 8-K                    16

Signatures                                                  16

Certifications                                              17

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

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


                                                   September 31,   December 31,
                                                       2002             2001
                                                    (Unaudited)
 ASSETS                                              ---------        ---------
   CURRENT ASSETS
     Cash and cash equivalents                        $  2,944           $ 424
     Inventory                                          49,192          49,192
                                                     ---------       ----------
                                                        52,136          49,616

   PROPERTY AND EQUIPMENT                               28,103          35,573

   INTANGIBLE ASSETS                                       720             720
                                                     ---------      ----------
     TOTAL ASSETS                                     $ 80,959        $ 85,909
                                                     =========      ==========
 LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES
     Accounts payable and accrued expense             $ 39,767        $  9,490
     Due to related party                              403,022         243,563
                                                     ---------      ----------
     TOTAL LIABILITIES                                 442,789         253,053

 COMMITMENTS AND CONTINGENCIES                               -               -

 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 and 12,180,000 shares
     issued and outstanding                             12,180           9,330
     Additional paid-in capital                        570,193         390,456
 Deficit accumulated during the development stage     (944,203)       (566,930)
                                                      ---------      ----------
   Total stockholders' equity (deficit)               (361,830)       (167,144)
                                                      ---------      ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)    $ 80,959        $ 85,909
                                                      =========      ==========


The accompanying notes are an integral part of these financial statements

<PAGE>2

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



<table>
<caption>

                                  <c>            <c>             <C>            <c>               <c>

                                                                                                    Cumulative
                                                                                                  From Inception
                                     For the Nine Months Ended         For the Year Ended        (January 22,1996)
                                             September 30,                 December 31,           to September 30,

                                       2002           2001             2001           2000            2002
                                      -------       ---------        -------       ---------      -----------
REVENUE                              $      0        $       0       $      0      $       0        $       0

EXPENSES
  General and administrative           359,262         204,551        342,759        200,996          910,526
expenses
                                    ----------       ----------      ----------     ----------      ----------
(LOSS) FROM OPERATIONS BEFORE
PROVISION FOR INCOME TAXES           (359,262)        (204,551)      (342,759)      (200,996)        (910,526)
                                    ----------       ----------      ----------     ----------      ----------
OTHER INCOME (EXPENSE)
  Interest income                            0                0              0         1,400            3,800
  Interest expense                   (359,262)          (9,296)       (12,666)        (6,800)         (37,477)
                                    ----------       ----------      ----------     ----------      ----------
Total Other Income (Expense)          (18,011)          (9,296)       (12,666)        (5,400)         (33,677)
                                    ----------       ----------      ----------     ----------      ----------

PROVISION FOR INCOME TAXES                   0                0             0             0                0
                                    ----------       ----------      ----------     ----------      ----------
NET (LOSS)                          $(377,273)       $(213,647)     $ (355,425)   $  (206,396)     $ (944,203)
                                    ==========       ==========      ==========     ==========     ==========
NET LOSS PER COMMON SHARE

  Basic and diluted                    $(0.04)          $(0.02)         $(0.04)        $(0.02)
                                    ==========       ==========      ==========      ==========

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

</table>

<PAGE>3

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

<table>
<caption>

                                        <c>            <c>           <C>          <c>         <c>

                                                                                                   Cumulative
                                                                                                 From Inception
                                         For the Nine Months Ended       For the Year Ended    (January 22,1996)
                                               September 30,                  December 31,      to September 30,


                                             2002           2001          2001          2000          2002
                                            -------      ---------      -------      ---------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                 $(377,273)      $(213,847)   $(355,435)    $(206,396)     $(944,203)
  Depreciation and amortization                 7,470           7,048       10,678         3,317         23,466
  Interest income/expense, net                 12,656           9,296       12,666         5,400         28,322
  Share options                                27,431               -            -             -         27,431
  Issuance of common stock for services       142,500         110,000      110,000             -        252,500
  Rent and office expense                           -         (3,000)       12,000        12,000         26,400
    Adjustments to reconcile net loss to
     net cash used in operating activities:
  Decrease in inventory                             -               -        2,184             -          2,184
  Increase in prepaid expenses                      -               -       10,000      (10,000)              0
  Increase in organizational costs                  -               -            -             -        (2,000)
  Increase in accounts payable                 30,277          48,268      (2,933)         9,423         39,767
                                           ----------       ---------   ----------     ---------     ----------
NET CASH USED IN OPERATING ACTIVITIES:      (156,939)        (42,235)    (200,840)     (186,256)      (546,134)
                                           ----------       ---------   ----------     ---------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                -               -            0      (49,568)       (49,568)
                                           ----------       ---------   ----------     ---------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Due to/from related party                   159,459       (173,966)     (21,118)       258,205        351,646
  Issuance of common stock for cash                 -           -             0             -            47,000
  Issuance of common stock - conversion             -         200,000      200,000             -        200,000
of debt
                                           ----------       ---------   ----------     ---------     ----------
NET CASH PROVIDED BY FINANCING                159,459          26,034      178,882       258,205        598,646
ACTIVITIES
                                           ----------       ---------   ----------     ---------     ----------
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                      2,520        (16,201)     (21,958)        22,381          2,944

CASH AND CASH EQUIVALENTS - beginning             424          22,382       22,382             1              0
                                           ----------       ---------   ----------     ---------     ----------
CASH AND CASH EQUIVALENTS - ending            $ 2,944          $6,181         $424       $22,382         $2,944
                                           ==========       =========   ==========     =========     ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:

  Cash paid during the year

Interest                                       $5,355              $0           $0            $0         $5,355
Income taxes                                       $0              $0           $0            $0             $0
                                           ==========       =========   ==========     =========     ==========

NON-CASH INVESTING AND FINANCING ACTIVITY

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

</table>

<PAGE>4

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

<table>
<caption>

                                     <c>        <c>          <C>          <c>          <c>             <c>

                                                                                            Deficit
                                                                                          Accumulated
                                            Common Stock        Additional                 during the
                                           -------------          Paid-in    Advances to  Development
                                        Shares       Amount       Capital    Stockholder     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            0            0         (800)         1,200

Net loss                                       -             -            -            -         (400)         (400)
                                     -----------    ----------   ----------    ---------     ---------     ---------

Balance at December 31, 1998           2,000,000         2,000            0            0       (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
Advance to stockholder                                                          (44,900)                    (44,900)
Net loss                                       -             -            -            -       (3,899)       (3,899)
Restatement of issuance
 of shares for acquisition           (6,480,000)       (6,480)             -            -            -       (6,480)
                                     -----------    ----------   ----------    ---------     ---------     ---------

Balance at December 31, 1999           7,220,000         7,220        40,500     (44,900)      (5,099)       (2,279)


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

</table>

<PAGE>5

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

<table>
<caption>

                                    <c>          <c>         <C>          <c>          <c>             <c>

                                                                                            Deficit
                                                                                          Accumulated
                                            Common Stock        Additional                 during the
                                           -------------          Paid-in    Advances to  Development
                                        Shares       Amount       Capital    Stockholder     Stage         Total
                                        -------     --------     ---------     --------     --------     ---------
Repayment from Stockholder                     -       $     -             -       44,900   $        -     $  44,900
Contributed capital                            -             -        17,400            -            -        17,400
Net loss                                       -             -             -            -    (206,396)     (206,396)
                                      ----------      --------    ----------   ----------   ----------   -----------
Balance at December 31, 2000           7,220,000         7,220        57,900            0    (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 debt
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            0    (566,930)     (167,144)
                                      ----------      --------    ----------   ----------   ----------   -----------

Contributed capital                            -             -         6,858            -            -         6,858
Options                                        0             -        27,428            -            -        27,428
Issuance of shares for conversion
 of debt June 25, 2002                 2,850,000         2,850       139,650            -            -       142,500

Issuance of shares for debt
Net loss                                       0             -             -            -    (302,885)     (302,885)
                                      ----------      --------    ----------   ----------   ----------   -----------
Balance at September 30, 2002         12,180,000       $12,180      $564,392            0   $(869,815)    $(293,243)
                                      ==========      ========    ==========   ==========   ==========   ===========

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

</table>

<PAGE>6


                                  RUNCORP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Nature of Operations The accompanying consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
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 generally accepted accounting
principles 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 statements 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. *
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. The preparation of financial statements in conformity with
generally accepted accounting principles 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.

<PAGE>7

                                 RUNCORP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

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.

<PAGE>8

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.

During the period ending September 30, 2002 , the Company granted 120,000
options to purchase shares to consultants and recognized expense related to
these options of $27,431.  The expense was calculated using the Black-Scholes
model

                                 RUNCORP, INC.
                         (A Development Stage Company)
                          NOTES TO FINANCIALSTATEMENTS
                               SEPTEMBER 30, 2002

NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 September 30, 2002 and 2001, the Company had no potentially dilutive
securities outstanding.  The shares used in the computations were as follows:

                                     June 30,
                                   -----------
                               2002            2001
                             -------           -------

 Basic and diluted        12,180,000          9,330,000
                           =======             ========

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 June 30, 2002 and 2001, and
for the period from January 22, 1996 (inception) to June 30, 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>9

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 requires 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 performance.
Accordingly, the Company operates in one operating segment and does not report
entity-wide disclosures.

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



                                 RUNCORP, INC.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

NOTE 1 -        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

<PAGE>10

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.

NOTE 2 -        RELATED PARTY TRANSACTIONS

Due to Related Party

                    September 30,   December 31,'
                        2002           2001
                      ---------     ----------
B. Phan             $  309,247      $ 166,569
J. Nikiforuk            35,375         25,766
Autoeye, Inc.            9,891         25,780
R. Gentles              48,509         25,448
                     ----------       ---------
                    $  403,022      $ 243,563
                      ========        ========

For the nine months ended September 30, 2002 and during the year ended December
31, 2001, the Company has advances to/from a related party.  Interest on these
advances, totaling $10,464 and $12,656, respectively, was imputed at a rate of
4.5%.  Interest was recorded in the statement of operations, with a
corresponding contribution to capital.

                                  RUNCORP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

NOTE 3 -        PROPERTY AND EQUIPMENT

Property and equipment at cost, consisted of the following:

                               September 30,     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   (21,465)         (13,995)
                                ----------      -----------
Property and Equipment, net  $   28,103      $     35,573
                                ========          ========
<PAGE>11


For the nine months ended September 30, 2002, depreciation and amortization
expense was $7,470.

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.

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>12


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

Runcorp is currently in the process of acquiring the necessary management
resources, marketing rights and properties required to establish itself as a
supplier of healthcare services and supply distribution for the industry.
Runcorp's business plan is to consolidate Home Healthcare and Wellness Service
and Product companies that target hospitals, retail users and professionals
consisting of doctors, chiropractors, physiotherapists and post hospital care
institutions. The business plan contemplates strategic US and Canadian
acquisitions in the home healthcare industry that will compliment the
distribution of healthcare products and services. The Company's primary focus is
to do a regional consolidation of the retail and wholesale sector of the home
healthcare industry. The growth through acquisition strategy will be financed
through the issuance of shares, asset based debt and cash. The cash required to
complete the acquisitions will be raised through subordinated debt and secondary
private placements.

<PAGE>13

All amounts shown are in the US dollars.

Runcorp is in the developmental stage and have no established source of revenue.
We have developed a business plan that outlines the strategic acquisition
strategy for the industry. We plan to take the following steps that we believe
will be sufficient to provide us with the ability to continue as a going
concern:

1.      Management believes that in the next 3-6 months, we will need to raise
up to $500,000 for operating costs until the first acquisition is completed.
Approximately $2-3 million in cash will be raised to acquire the first
acquisition and up to $5,000,000 over the next 24 months that will be utilized
for further acquisitions. The exact amount we will need to raise will be
determined by the then current market conditions, the size of the acquisitions
available, their financial condition and the status of cash flow within Runcorp.
Projected to be raised last year was delayed due to a change of direction.

2.      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, management
will primarily use asset based debt to fulfill the future acquisitions. It is
expected that some portion of the operating capital necessary to operate until
an acquisition is completed will have to come from a secondary private
placement. Other means of credit are not available to the company until it
secures assets.

Our monthly expenditures are minimal and are covered by $41,675.

For the three and nine months ended September 30, 2002, we had total operating
expenses of $72,196 and $375,081, respectively, compared to $92,885 and $213,847
for the three and nine months ended September 30, 2001.  The increase in
operating expenses is due to miscellaneous consulting expenses.

<PAGE>14

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.

ITEM 3. CONTROLS AND PROCEDURES

(a)     Evaluation of disclosure controls and procedures

The registrant's principal executive officer and principal financial officer has
evaluated the effectiveness of the registrant's disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) as of a date
within 90 days prior to the filing date of this quarterly report and has
concluded that disclosure controls and procedures of the registrant have ensured
that material information relating to the registrant, including its consolidated
subsidiary, is made known to him by others within those entities, particularly
during the period in which this quarterly report is being prepared.

(b)     Changes in internal controls

There were no significant changes in the registrant's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

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>15

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).

4.2     Form of Common Stock Purchase Warrant (incorporated by reference to
Exhibit 4.2 to the Registrant's quarterly report on Form 10-QSB for the quarter
ended June 30, 2002 filed with the Securities and Exchange Commission on August
14, 2002).

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).

99.1*   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2*   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.3*   Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

99.4*   Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

* Filed herewith

(b) Reports on Form 8-K

August 15, 2002 On August 8, 2002, the Board of Directors approved the
engagement of Keith Margetson, Chartered Accountant, to serve as the
Registrant's independent public accountant replacing Merdinger, Fruchter, Rosen
& Co., P.C.  The Registrant amended this Report on August 20, 2002.

                                   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.


Date:  November 14, 2002          By:     /s/ David Phan
                                 --------------------------------
                                              David Phan,
                                   President and Chief Executive Officer




Date:  November 14, 2002           By:     /s/ Robert Gentles
                                      --------------------------
                                             Robert Gentles
                                        Chief Financial Officer

<PAGE>16

                                 CERTIFICATION