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


                                 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: June 30, 2002

                       Commission File Number: 000-30705


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

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   86-088251
                      (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.

     Securities outstanding as of August 14, 2002 Common Shares 12,180,000

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

                                 INDEX

PART I - FINANCIAL INFORMATION
                                                                        Page
Item 1.   Financial Statements

     Balance Sheet                                                       F-2

     Statement of Operations                                             F-3

     Statement of Cash Flow (Unaudited)                                  F-4

     Statement of Stockholders' Deficiency                               F-5

     Notes to Financial Statements                                F-7 - F-11

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              4

Item 5.   Other Information                                                4

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

Signatures                                                                 5


--------------------------------------------------------------------------------

<PAGE>F-2

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

                                                     June 30,      December 31,
                                                       2002              2001
                                                    (Unaudited)
 ASSETS                                              ---------        ---------
   CURRENT ASSETS
     Cash and cash equivalents                        $ 14,282           $ 424
     Inventory                                          49,192          49,192
                                                     ---------       ----------
                                                        63,474          49,616

   PROPERTY AND EQUIPMENT                               30,593          35,573

   INTANGIBLE ASSETS                                       720             720
                                                     ---------      ----------
     TOTAL ASSETS                                     $ 94,787        $ 85,909
                                                     =========      ==========
 LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES
     Accounts payable and accrued expense             $ 21,199        $  9,490
     Due to related party                              366,831         243,563
                                                     ---------      ----------
     TOTAL LIABILITIES                                 388,030         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                          564,392         390,456
   Deficit accumulated during the development        (869,815)       (566,930)
 stage
                                                     ---------      ----------
   Total stockholders' equity (deficit)              (293,243)       (167,144)
                                                     ---------      ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)  $ 94,787        $ 85,909
                                                     =========      ==========


The accompanying notes are an integral part of these financial statements

<PAGE>F-3



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

<table>
<caption>

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

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

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

EXPENSES
  General and administrative           293,603         113,505        342,759        200,996          844,867
expenses
                                    ----------       ----------      ----------     ----------      ----------
(LOSS) FROM OPERATIONS BEFORE
PROVISION FOR INCOME TAXES           (293,603)        (113,505)      (342,759)      (200,996)        (844,867)
                                    ----------       ----------      ----------     ----------      ----------
OTHER INCOME (EXPENSE)
  Interest income                            0                0              0              0           3,800
  Interest expense                     (9,282)          (7,457)       (12,666)       (7,457)        (10,184)
                                    ----------       ----------      ----------     ----------      ----------
Total Other Income (Expense)           (9,282)          (7,457)       (12,666)       (7,457)         (6,384)
                                    ----------       ----------      ----------     ----------      ----------

PROVISION FOR INCOME TAXES                   0                0             0             0                0
                                    ----------       ----------      ----------     ----------      ----------
NET (LOSS)                          $(302,885)       $(120,962)     $ (355,425)   $ (208,453)     $  (851,251)
                                    ==========       ==========      ==========     ==========     ==========
NET LOSS PER COMMON SHARE

  Basic and diluted                    $(0.03)          $(0.01)         $(0.04)        $(0.02)
                                    ==========       ==========      ==========     ==========

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

</table>

<PAGE>F-4



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

<table>
<caption>

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

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

                                             2002           2001          2001          2000          2002
                                            -------      ---------      -------      ---------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                 $(302,885)      $(120,962)   $(355,435)    $(206,396)     $(869,815)
  Depreciation and amortization                 4,980           1,658       10,678         3,317         20,975
  Interest income/expense, net                  6,858           7,457       12,666         5,400         22,524
  Rent and office expense                           -               -       12,000        12,000         26,400
  Issuance of common stock for services       142,500               -      110,000             -        252,500
  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                 11,709          21,121      (2,933)         9,423         21,199
                                           ----------       ---------   ----------     ---------     ----------
NET CASH USED IN OPERATING ACTIVITIES:      (136,838)        (90,726)    (200,840)     (186,256)      (526,033)
                                           ----------       ---------   ----------     ---------     ----------
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                   150,695       (131,535)     (21,118)       258,205        342,882
  Issuance of common stock for cash                 -           7,000            0             -         47,000
  Issuance of common stock - conversion             -         200,000      200,000             -        200,000
of debt
                                           ----------       ---------   ----------     ---------     ----------
NET CASH PROVIDED BY FINANCING                150,695          75,465      178,882       258,205        589,882
ACTIVITIES
                                           ----------       ---------   ----------     ---------     ----------
NET INCREASE (DECREASE) IN
 CASH AND CASH EQUIVALENTS                     13,857        (15,261)     (21,958)        22,381         14,281

CASH AND CASH EQUIVALENTS - beginning             424          22,382       22,382             1              0
                                           ----------       ---------   ----------     ---------     ----------
CASH AND CASH EQUIVALENTS - ending            $14,281          $7,121         $424       $22,382        $14,281
                                           ==========       =========   ==========     =========     ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:

  Cash paid during the year

Interest                                           $0              $0           $0            $0             $0
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>F-5



                                  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>F-6



                                 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 June 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>F-7



                             RUNCORP, INC.
                     (A Development Stage Company)
                     NOTES TO FINANCIAL STATEMENTS
                             JUNE 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 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.
       * 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>F-8


                             RUNCORP, INC.
                     (A Development Stage Company)
                     NOTES TO FINANCIAL STATEMENTS
                             JUNE 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.

       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.

       During the period ending June 30, 2002 , the company granted 120,000
       options to purchase shares to consultants and recognized expense related
       to these options of $27,428.  the expense was calculated using the Black-
       Scholes model.

<PAGE>F-9


                             RUNCORP, INC.
                     (A Development Stage Company)
                     NOTES TO FINANCIAL STATEMENTS
                             JUNE 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 June 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     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 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.

       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


<PAGE>F-10


                             RUNCORP, INC.
                     (A Development Stage Company)
                     NOTES TO FINANCIAL STATEMENTS
                             JUNE 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.

       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
                                       June 30,   December 31,
                                         2002        2001
                                      ---------   ---------
           D. Phan                    $ 260,765  $ 166,569
           J. Nikiforuk                  27,420     25,766
           Autoeye, Inc.                 21,045     25,780
           R. Gentles                    57,601     25,448
                                      ---------  ---------
                                      $ 366,831 $  243,563
                                       ========   ========

       For the six months ended June 30, 2002 and during the year ended
       December 31, 2001, the Company has advances to/from a related party.
       Interest on these advances, totaling $5,659 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.



<PAGE>F-11


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


NOTE 3 - PROPERTY AND EQUIPMENT

       Property and equipment at cost, consisted of the following:

                                      June 30,   December 31,
                                        2002        2001
                                      ---------  ---------
           Computer Equipment          $ 13,075   $ 13,075
           Computer Software             18,808     18,808
           Furniture and Office          14,378     14,378
           Equipment
           Leasehold Improvement          3,307      3,307
                                      ---------  ---------
                                        49,568      49,568
  Less: Accumulated Depreciation       (18,975)   (13,995)

                                      ---------  ---------
        Property and Equipment, net   $ 30,593   $  35,573
                                       ========   ========

       For the six months ended June 30, 2002, depreciation and amortization
       expense was $4,980.

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>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

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.

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 $52,385.

The difference in operating expenditures from $28,282 for the three months ended
June 30, 2001 to $ 122,205. for the same three month period in 2002 is due to
the expense of retaining attorneys, accountants and consultants required to
assist Runcorp in identifying acquisition opportunities, due diligence and
maintaining filing requirements.

                               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.

<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

On March 13, 2002, the Company granted Common Stock Purchase Warrants
exercisable at any time commencing March 13, 2003 until 5:30 p.m., Mountain
Time, five (5) years from the Effective Date, at the exercise price of $0.05 per
shares, subject to adjustment as set forth in the Warrant Agreement, a form of
which is attached hereto at Exhibit 4.2.  Each warrant is exercisable into one
share of common stock.  The warrants and the common stock issued upon exercise
are properly legended with restrictions against resale pursuant to Rule 144.
The warrants were granted to the following persons in consideration of services
provided in relation to assisting the Company in obtaining financing:

                                                 Warrants
                                                 ---------
     Morty Davis                                  100,000
     Vernon S. Oberholtzer                         60,000
     Stephen M. Burks                               2,500
     TouchTone International Technologies, Inc.    60,000
     Fletcher Capital Corporation                 100,000

On June 25, 2002, the Company issued an aggregate 2,850,000 shares of its common
stock to four individuals who executed an Agreement expressing their desire to
retire debt owed to them by the Company in exchange for shares of restricted
common stock at the conversion rate of $0.05 per share.  The shares issued to
the following persons in reliance upon the provisions of Section 4(2) of the
Securities Act of 1933, as amended, and are restricted against resale pursuant
to Rule 144:

     Name           Debt Amount      Shares
     -----------    ----------       ---------
     Bonnie Phan    US $50,000       1,000,000
     Dirk Hagge     US $25,000         500,000
     William Ho     US $17,500         350,000
     Tom Charlton   US $50,000       1,000,000

Bonnie Phan is the wife of David Phan, the President of the Company.  Tom
Charlton is a director of the Company.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


<PAGE>4


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

None.

ITEM 5. OTHER INFORMATION

None.

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

     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

     * Filed herewith


(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
                                    ------------
                                    President and Chief Executive Officer

                           Date:    August 15, 2002



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

                           Date:    August 15, 2002