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, 2001       Commission File Number: 000-30705



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


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



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



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



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



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

                       [X] Yes           [ ] No


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

Common                                         9,330,000
------                      ------------------------------------------------
Class                       Number of shares outstanding at November 8, 2001



                                 INDEX

PART I - FINANCIAL INFORMATION
                                                                          Page
Item 1.   Financial Statements

     Balance Sheet - September 30, 2001 (Unaudited) ....................... 3

     Statement of Operations - Nine months ended September 30, 2001
     (Unaudited) and 2000 (Unaudited), and January 22, 1996
     (inception) through September 30, 2001................................ 4

     Statement of Cash Flow - Nine months ended September 30, 2001
     (Unaudited) and 2000 (Unaudited), and January 22, 1996
     (inception) through September 30, 2001................................ 5

     Statement of Stockholders' Equity/(Deficit)........................... 6

     Notes to Financial Statements .......................................7-11

Item 2.  Management's Discussion and Plan of Operation.................... 12

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings............................................... 13
Item 6.   Exhibits and Reports on Form 8-K................................ 13

Signatures................................................................ 14

                                         -2-


                                  RUNCorp, INC.
                         (A Development Stage Company)
                                  BALANCE SHEET
  <Table>
  
                                          <c>               <c>
                                                September 30,    December 31,
                                                   2001             2000
                                                (Unaudited)
ASSETS
 CURRENT ASSETS
  Cash and cash equivalents                     $  6,181         $ 22,382
  Inventory                                       54,376           51,376
  Prepaid expenses                                10,000           10,000
                                                --------         --------
                                                  70,557           83,758

 PROPERTY AND EQUIPMENT (Net)                     39,203           46,251

 INTANGIBLE ASSETS                                   720            7,200
                                                --------         --------
  TOTAL ASSETS                                   110,480          137,209
                                                ========         ========


LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
 CURRENT LIABILITIES
  Accounts payable and accrued expenses           60,691           12,423
  Due to related parties                         161,715          264,681
                                                --------         --------
                                                 222,406          277,104

 COMMITMENTS AND CONTINGENCIES                         -                -

 STOCKHOLDERS' EQUITY (DEFICIT)
  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 13,700,000
   shares issued and outstanding respectively      9,330           13,700
   Additional paid-in capital                    304,086           57,900
  Deficit accumulated during the
   development stage                            (425,342)        (211,495)
                                               ----------        ---------

  Total stockholders' equity (deficit)          (111,926)        (139,895)
                                               ----------        ---------

  TOTAL LIABILITIES AND STOCKHOLDERS'
  EQUITY (DEFICIT)                             $ 110,480         $ 137,209
                                               ==========        =========


  The accompanying notes are an integral part of the financial statements

</Table>

                                 -3-





                             RUNCorp, INC.
                     (A Development Stage Company)
                        STATEMENT OF OPERATIONS
                             (Unaudited)
 <Table>
 
                                     <c>            <c>            <c>             <c>         <c>
                                                                                                    Cumulative
                                                                                                       From
                                                                                                     Inception
                                            For the nine months          For the three months      (January 22,
                                           Ending September 30,          Ending September 30,        1996) to
                                         -------------------------      -----------------------    September 30,
                                            2001           2000            2001         2000           2001
                                         ----------     ----------      ---------     ---------     ----------

REVENUE                                  $       -      $       -       $      -      $      -      $       -

EXPENSES
 General and administrative expenses       204,551        159,058         89,531       122,753        413,046
                                          ---------      ---------      ---------      --------     ----------
INCOME (LOSS) FROM OPERATIONS BEFORE
PROVISION FOR INCOME TAXES                (204,551)      (159,058)       (89,531)     (122,753)      (413,046)

OTHER INCOME (EXPENSE)
 Interest Income                                 0              0              0             0          3,800
 Interest Expense                           (9,296)             0         (3,354)            0        (16,096)
                                          ---------      ---------      ----------     --------     ----------

 Total Other Income (Expense)               (9,296)             0         (3,354)            0        (12,296)
                                          ---------      ---------      ----------     --------     ----------

PROVISION FOR INCOME TAXES                       0              0              0             0              0
                                          ---------      ---------      ----------     --------     ----------

NET(LOSS)                                 (213,847)      (159,058)       (92,885)     (122,753)      (425,342)
                                          =========      =========      =========     =========     ==========

NET LOSS PER COMMON SHARE

 Basic and diluted                         $(0.03)        $(0.01)        $(0.01)       $(0.01)


 The accompanying notes are an integral part of the financial statements


 </Table>


                                      -4-





                                    RUNCorp, INC.
                            (A DEVELOPMENT STAGE COMPANY)
                                Statement of Cash Flow
                                    (Unaudited)
 <Table>
 
                                              <c>            <c>            <c>             <c>        <c>
                                                                                                             Cumulative
                                                                                                                From
                                                                                                              Inception
                                                     For the nine months          For the three months      (January 22,
                                                     Ending September 30,         Ending September 30,        1996) to
                                                  -------------------------      -----------------------    September 30,
                                                     2001           2000            2001         2000           2001
                                                  ----------     ----------      ---------     ---------     ----------

CASH FLOWS FROM OPERATING ACTIVITIES
 Net Loss                                          (213,847)      (159,058)       (92,885)     (122,753)      (425,342)
 Depreciation and amortization                        7,048          2,200          5,390                       10,365
 Interest income/expense, net                         9,296                         1,839                       12,296
 Rent and office expense                                                                                        17,717
 Adjustments to reconcile net loss to net
  cash used in operating activities:
 Increase in inventory                                (3,000)                      (3,000)                      (3,000)
 Increase in prepaid expenses                                      (10,000)                                    (10,000)
 Increase in organizational costs                                                                               (2,000)
 Increase in accounts payable                         48,268        10,848         27,146           518         60,691
                                                  -----------    ----------      ---------     ---------     ----------

NET CASH USED IN OPERATING ACTIVITIES:              (152,235)     (156,010)       (61,510)     (122,235)      (339,273)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                        0       (45,625)             0                     (129,677)
                                                  -----------    ----------      ---------     ---------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Due to/from related party                          (102,966)      217,100          28,570       89,030        161,715
 Issuance of common stock for cash                   239,000                        32,000                     313,416
                                                  -----------    ----------      ----------    ---------     ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES            136,034       217,100          60,570       89,030        475,131

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                    (16,201)       15,465            (940)     (33,205)         6,181

CASH AND CASH EQUIVALENTS - beginning                 22,382             1           7,121       48,671              0
                                                  -----------    ----------      ----------    ---------     ----------

CASH AND CASH EQUIVALENTS - ending                     6,181        15,466           6,181       15,466          6,181
                                                  ===========    ==========      ==========    =========     ==========


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

 In December 1999, the Company issued 7,200,000 shares of the Company's common stock
 with a value of $7,200 as payment for the license agreement.  This agreement was
 modified - see Form 8-K dated May 18, 2001 - to 720,000 with a value of $720.

 During the third quarter of 2000, a related party contributed inventory totaling
 $49,954, which was recorded as a loan due to related party.

 During the second quarter of 2001, the Company issued 2,000,000 shares of the
 company's common stock in connection with the conversion of a related party debt of
 $200,000.

 During the second quarter of 2001, the Company issued 70,000 shares of the Company's
 common stock with a value of $7,000 for legal and consulting services.

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

</Table>


                                     -5-




                                   RUNCorp, INC.
                          (A Development Stage Company)
                   Statement Of Stockholders' Equity/(Deficit)
                                   (Unaudited)
<Table>

                                 <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)
                                    ----------  ----------   ----------    ---------  ----------   ----------

 Balance at December 31, 1999       13,700,000     13,700       40,500      (44,900)    (5,099)        4,201

 Repayment from Stockholder                                                  44,900                   44,900
 Contributed Capital                                            17,400                                17,400
 Net Loss                                                                             (206,396)     (206,396)
                                    ----------  ----------   ----------    ---------  ----------   ----------

 Balance at December 31, 2000       13,700,000     13,700       57,900            0   (211,495)     (139,895)
                                    ----------  ----------   ----------    ---------  ----------   ----------

 Contributed Capital                                             9,296                                 9,296
 Shares issued                       2,110,000      2,110      236,890                               239,000
 Autoeye re-evaluation              (6,480,000)    (6,480)                                            (6,480)
 Net Loss                                                                              (213,847)    (213,847)
                                    ----------- ----------   ----------    ---------  ----------   ----------
 Balance at September 30, 2001       9,330,000    $ 9,330     $304,086          $0    ($425,342)   ($111,926)
                                    =========== ==========   ==========    =========  ==========   ==========


 The accompanying notes are an integral part of the financial statements

 </Table>



                                      -6-





                             RUNCorp, INC.
                     (a Development Stage Company)

                     Notes to Financial Statements
                          September 30, 2001


NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

a) Nature of Operations. RUNCorp Inc. ("Company") (formerly Alexander-
West, Inc.) is currently a development stage company under the
provisions of Statement of Financial Accounting Standards ("SFAS")
No. 7.  In March 1999, the Company changed its name from Alexander-
West, Inc.  In July 2001, during the Annual Meeting of Stockholders
a resolution was presented and passed, to amend the Articles of
Incorporation to Change the Name of the Company to Runcorp Inc.  The
NASDAQ OTCBB trade symbol is RUNN.  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).

b) Basis of Presentation.  The financial statements included herein
have been prepared by the Company, without audit.  In the opinion of
management, all adjustments of a normal recurring nature necessary to
present fairly the company's financial position at September 30, 2001
and the results of operations and cash flow for the periods presented
have been made.  Operating results for the nine months ended September
30, 2001 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001.

This interim financial information should be read in conjunction with
the financial statements and notes thereto included in the Company's
latest annual report on Form 10-K.

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, 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 result from this
uncertainty.

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

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

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

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

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

c) Use of Estimates.  The preparation of financial statements in
conformity with generally accepted accounting principles 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 these financial statements and the
reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.

d) Cash and Cash Equivalents.  The Company considers all highly liquid
investments purchased with original maturity of three months or less
to be cash equivalents.

e) 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.

f) Prepaid Expense.  Prepaid expense consists of the cost of a service
agreement entered into with an outside party. The asset will be
amortized over the life of the agreement, which is approximately a
year from the date of these financial statements.

                                  -7-
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
         (Continued)

g) 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.

h) 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.

i) 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.

The Company periodically reviews the recoverability of the assets in
accordance with SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of."  The Company
believes the asset is fully recoverable at September 30, 2001.

j) Income Taxes.  Income taxes are provided for based on the asset and
liability method of accounting pursuant to Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No.
109").  Deferred income taxes, if any, are recorded to reflect the
difference between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end.

k) Stock-Based Compensation.  Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123") establishes accounting policies for stock issued to employees
and non-employees for services rendered and goods received.  The
Company records transactions in which services or goods are received
from non-employees for the issuance of equity securities based on the
fair value of the consideration received.  For services rendered or
goods received from shareholder(s), the Company records the
transaction based on the historical cost basis of the shareholder(s)
in accordance with SEC Staff Accounting Bulletin No. 48 (SAB 48),
"Transfer of Assets by Promoters and Shareholders."

l) Loss Per Share SFAS No. 128, "Earnings Per Share" requires
presentation of basic earnings/loss per share ("Basic EPS or LPS") and
diluted earnings/loss per share ("Diluted EPS or LPS").

The computation of Basic LPS is computed by dividing loss available to
common stockholders by the weighted average of outstanding common
shares during the period.  Diluted loss per share gives effect to all
potentially dilutive common shares outstanding during the period.  The
computation of diluted LPS does not assume conversion exercise or
contingent exercise of securities that would have an anti-dilutive
effect on earnings.

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

                                  September 30,      December 31,
                                      2001              2000

          Basic and diluted        8,347,000          13,700,000
                                 -------------      --------------

m) Comprehensive Income.  In June 1998, the Financial Accounting
Standards Board 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 September 30, 2001, and for the period from January 22, 1996
(inception) to September 30, 2001, the Company has no items that
represent comprehensive income and, therefore, has not included a
schedule of comprehensive income in the accompanying financial
statements.




                                  -8-


n) 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 required
that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001.  Goodwill and certain
intangible assets will remain on the balance sheet and not be
amortized.  On an annual basis, and when there is reason to
suspect that their values have been diminished or impaired,
these assets must be tested for impairment, and write-downs may
be necessary.  The Company is required to implement SFAS No. 141
on January 1, 2002 and it has not determent the impact, if any,
that this statement will have on its consolidated financial
position or results of operations.

On June 29, 2001 SFAS No. 142 "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 is required
to implement SFAS No. 142 on January 1, 2002 and it has not
determined that impact, if any, that this statement will have on
its consolidated financial position or results of operations.


NOTE 2 - RELATED PARTY TRANSACTIONS

The Company had related party transactions for the year ended
September 30, 2001 with Autoeye, Inc. ("Autoeye") and a Stockholder
(the "Stockholder").  Autoeye, is the beneficial owner of less than
10.00% of the Company's common stock.  However, the Company plans to
initiate a secondary offering of its common stock to raise additional
capital to commence its operations.  The completion of the secondary
offering will then result in the dilution of Autoeye's beneficial
ownership to an amount less than 50% of the outstanding common stock
(see also Notes 4 and 5).  After this offering, the Company will also
repay Autoeye and the Stockholder all advances outstanding.  The
Company will then operate separately and independently.

Due to Related Party
During the nine months ending September 30, 2001, the company had
advances from a stockholder of which the imputed interest expense
totaled $9,296 at 8%.  Interest expense was record in the statement of
operations, with a corresponding contribution to capital.  The
advances will be repaid when sufficient capital is available, which
the Company expects will be within a year of the date of these
financial statements when further private financing is received.

License Agreement
The Company entered into a license agreement with a company in 1999,
which 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.  This agreement was renegotiated and the
number of shares was reduced to 720,000 shares.  In accordance with
SAB 48, the Company valued the transaction at the shareholders' cost
of the license which totaled $720 or $.001 per share (see Notes 4 and
5).

On April 23, 2001, the Company accepted the resignation of Gerald Peatz
as an officer and director of the Company, effective April 18, 2001.
The Company appointed Omkar Nath Channan as a member of the Board of
Directors and as Secretary/Treasurer to fill the vacancies created by
Mr. Peatz' resignation, effective April 18, 2001.  The Company appointed
Thomas Charlton as a member of the Board of Directors and Vice President.

The Company was indebted to the President for periodic loans made to the
Company in the amount of $303,919.00 in principal and interest and on
April 23, 2001, the Company approved the election of the President to
convert $200,000 in principal due under those loans into shares of the
restricted common stock of the Company at the conversion rate of $0.10
per share, resulting in the issuance of 2,000,000 shares.

                                -9-

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment at cost, consisted of the following:

                                      September 30,    December 31,
                                          2001            2000

     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     (10,365)         (3,317)
                                     -----------     -----------
     Net Property and Equipment        $ 39,203        $ 46,251
                                     ===========     ===========


For the year ended December 31, 2000, and the period ending September
30, 2001 depreciation and amortization expense was $3,317 and $7,048
respectively.

NOTE 4 - INTANGIBLE ASSETS

During June 1999, the Company entered into a 10-year license agreement
with a company, of which 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.  This agreement was revisited in May 2001 and the number of
shares has been reduced to 720,000.  In accordance with SAB 48, the
Company valued the transaction at the shareholders cost of the license
which totaled $720 or $.001 per share.

NOTE 5 - STOCKHOLDERS' EQUITY

Preferred stock.

The aggregate number of shares of preferred stock that the Company has
authority to issue is 25,000,000 shares at a par value of $0.001.

The Board of Directors shall have the authority from time to time to
divide the preferred shares into series and to fix by resolution the
voting powers, designation, preferences, and relative participating,
and other special rights, qualifications, limitations or restrictions
of the shares of any series established.  As of September 30, 2001,
the Board of Directors has not established any series of preferred
shares.

Common stock

The aggregate number of shares of common stock that the Company has
authority to issue is 250,000,000 shares at a par value of $0.001.  As
of September 30, 2001, 9,330,000 shares were issued and outstanding.

Common stock issued for license agreement.  In June 1999, the Company
entered into a licensing agreement with Autoeye, Inc., for use of the
trademarks, trade names, insignia, and other inertia for the
technology known as Autoeye Multi-vehicle Surveillance System.  In
consideration of the license, the Company issued 720,000 shares of its
common stock to Autoeye.  The Company recorded the transaction at the
shareholder cost in accordance with SAB 48 (see Notes 2 and 4).

Common stock issued for cash

In 1999, shares were issued in connection with the Company's offering
circular dated February 15, 1999.  The offering price was $0.01 per
share with a minimum purchase of 25,000 shares ($250).  The offering
was for up to 4,500,000 shares.  The company issued 4,500,000 shares
for a total of $45,000.

On April 18, 2001, the Company issued 10,000 shares each to two
individuals for their legal consulting services pursuant to a
Registration Statement filed on Form S-8, and an additional 20,000
shares each in July pursuant to a Registration Statement filed on
Form S-8.

                                 -10-
NOTE 6 - INCOME TAXES

The components of the provision for income taxes are as follows:

                                                          For the Period
                                                         Ended January 22,
                                    For the Period      1996 (inception) to
                                     September 30,         September 30,
                                   2001          2000          2001

     Current Tax Expense
       U.S. Federal              $       -     $       -    $       -
       State and Local                   -             -            -
                                 ---------     ---------    ---------
       Total Current                     -             -            -
                                 =========     =========    =========
     Deferred Tax Expense
       U.S. Federal              $       -     $       -    $       -
       State and Local                   -             -            -
                                 ---------     ---------    ---------
       Total Deferred                    -             -            -
                                 =========     =========    =========
     Total Tax Provision
     (Benefit from Operating     $       -     $       -    $       -
                                 =========     =========    =========

The reconciliation of the effective income tax rate to the Federal
statutory rate for all periods presented is as follows:

          Federal Income Tax Rate                      ( 34.0)%

          Deferred Tax Charge (Credit)                      -

          Effect on Valuation Allowance                  34.0%

          State Income Tax, Net of Federal Benefit          -
                                                       --------
          Effective Income Tax Rate                       0.0%
                                                       ========

At September 30, 2001 and December 31, 2000, the Company had net
carry-forward loss of approximately $425,342 and $211,495,
respectively.  Because of the current uncertainty of realizing the
benefit of the tax carry- forward, a valuation allowance equal to
the tax benefit for deferred taxes has been established.  The full
realization of the tax benefit associated with the carry forward
depends predominantly upon the Company's ability to generate
taxable income during the carry-forward period.  Net operating
loss carry-forwards expire through 2020.

Deferred tax assets and liabilities reflect the net tax effect of
temporary differences between the carrying amount of assets and
liabilities for financial reporting purpose and amounts used for
income tax purposes.  Significant components of the Company's deferred
tax assets and liabilities were as follows:

                                    September 30,     December 31,
                                        2001              2000

          Deferred Tax Assets
          Loss Carry-forwards        $ 144,616         $ 71,900
          Less: Valuation             (144,616)         (71,900)
          Allowance
                                    -----------       ------------
          Net Deferred Tax Assets    $       -         $      -
                                    ===========       ============

                                  -11-

ITEM 2.   MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

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

             Management's Discussion and Plan of Operation

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

All amounts shown are in the US dollars.

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

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

2. We hope to generate sales from the marketing of the product under
the license agreement.  This is expected to be conducted during the
first quarter of 2002, once Phase II of testing and registration with
the F.C.C. and Industry Canada has been completed.  Management
estimates that each auto dealership that purchases the Autoeye system
will on average result in net revenues of $50,000.00 to RUNCorp.  We
are currently conducting ongoing discussions with large auto
manufacturing companies and auto insurance companies in regards to the
sale of the Autoeye product and we anticipate securing contracts in
the second quarter of 2002, subject to completion of testing and
registration.  RUNCorp does not currently have any formal sales
contracts with interested parties.

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

Our monthly expenditures are minimal as Autoeye currently bears the
operational and development costs pursuant to the license agreement,
which is approximately $19,000 per month.  Autoeye will continue to
bear these expenses until the product is ready to market.  We expect
that testing and registration will be completed and our product will
be ready to market in the first quarter of 2002.  Once the product is
ready to be made available for sale, unless the license agreement is
extended, RUNCorp will be financially independent from Autoeye and
will need to seek additional capital/funding as outlined above.

                                 -12-

The change in operating expenditures from $122,753 for the three
months ending September 30, 2000 to $89,531 for the same three month
period in 2001 is due to the expense of retaining attorneys,
accountants and consultants required to assist RUNCorp in becoming
a publicly traded company on the OTC Bulletin Board.

Currently Autoeye is the beneficial owner of 7.378% of RUNCorp's
common stock.  However, we plan to initiate a secondary offering of
our common stock after the completion of the offering of securities of
the selling security holders as described in the Registration
Statement on Form SB/A, which is hereby incorporated by reference to
the filing made with the Securities and Exchange Commission on March
7, 2001, file number 333-49042.  The completion of the secondary
offering will result in the dilution of Autoeye's share ownership.

                               Employees

The Company is currently in a start-up phase with two full time
employees.  It is expected that as funds become available the two
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.


                      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 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

 Exhibit No.   Description

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

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

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

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

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

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

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


 (b) Reports on Form 8-K

     None.

                                 -13-

                              SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                           Runcorp Inc.

                           By: /s/ David Phan
                              David Phan, President

                           Date:  November 14, 2001

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

                           Date:  November 14, 2001



                                 -14-