United States
                       Securities and Exchange Commission
                              Washington, DC 20549

                                   Form 10-QSB



(Mark one)
  X    Quarterly Report Under Section 13 or 15(d) of The Securities Exchange Act
-----  of 1934

                  For the quarterly period ended March 31, 2002

       Transition  Report  Under  Section 13 or 15(d) of The Securities Exchange
-----  Act of 1934

                  For the transition period from ______________ to _____________



                         Commission File Number: 0-49647
                                                 -------

                               RCM Interests, Inc.
        (Exact name of small business issuer as specified in its charter)

       Delaware                                              75-2926438
----------------------                              ----------------------------
(State of incorporation)                             (IRS Employer ID Number)

                   7200 Lake Havasu Court, Arlington, TX 76016
                   -------------------------------------------
                    (Address of principal executive offices)

                                 (817) 496-4414
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. YES X  NO
                                                             ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: May 1, 2002: 10,500,509
                                          -----------------------
Transitional Small Business Disclosure Format (check one):    YES    NO X
                                                                 ---   ---
<PAGE>

                              RCM Interests, Inc.

                Form 10-QSB for the Quarter ended March 31, 2002

                                Table of Contents


                                                                            Page
                                                                            ----
Part I - Financial Information

  Item 1 Financial Statements                                                  3

  Item 2 Management's Discussion and Analysis or Plan of Operation            12


Part II - Other Information

  Part 6 - Exhibits and Reports on Form 8-K                                   14


Signatures                                                                    14



                                                                               2
<PAGE>
<TABLE>
<CAPTION>

Item 1 - Part 1 - Financial Statements


                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)
                                 Balance Sheets
                             March 31, 2002 and 2001

                                   (Unaudited)

                                                              March 31,    March 31,
                                                                2002         2001
                                                              ---------    ---------
<S>                                                           <C>          <C>
                                     ASSETS
Current Assets
   Cash on hand and in bank                                   $   5,441    $    --
   Due from controlling shareholder                                --          1,102
                                                              ---------    ---------

     Total Assets                                             $   5,441    $   1,102
                                                              =========    =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
   Due to shareholder                                         $     268    $    --
                                                              ---------    ---------

Shareholders' Equity
   Preferred stock - $0.001 par value
     10,000,000 shares authorized
     None issued and outstanding                                   --           --
   Common stock - $0.001 par value
     40,000,000 shares authorized
     10,500,509 and 500,509 shares issued and outstanding        10,501          501
   Additional paid-in capital                                     1,999        1,999
   Accumulated deficit                                           (7,327)      (1,398)
                                                              ---------    ---------

     Total Shareholders' Equity                                   5,173        1,102
                                                              ---------    ---------

     Total Liabilities and Shareholders' Equity               $   5,441    $   1,102
                                                              =========    =========
</TABLE>


The  financial information presented herein has been prepared by management
     without audit by independent certified public accountants.
The accompanying notes are an integral part of these financial statements.
                                                                               3

<PAGE>
<TABLE>
<CAPTION>

                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)
                Statements of Operations and Comprehensive Income
                   Three months ended March 31, 2002 and 2001

                                   (Unaudited)

                                                           Three months    Three months
                                                               ended           ended
                                                             March 31,       March 31,
                                                                2002            2001
                                                           ------------    ------------
<S>                                                        <C>             <C>

Revenues                                                   $       --      $       --
                                                           ------------    ------------

Operating expenses
   Reorganization expenses                                         --                34
   Registration fees                                                484             115
   Professional fees                                              3,183             318
   Other general and administrative expenses                      1,287            --
                                                           ------------    ------------
     Total operating expenses                                     4,954             467
                                                           ------------    ------------

Loss from operations                                             (4,954)           (467)

Provision for income taxes                                         --              --
                                                           ------------    ------------

Net Loss                                                         (4,954)           (467)

Other comprehensive income                                         --              --
                                                           ------------    ------------

Comprehensive Loss                                         $     (4,954)   $       (467)
                                                           ============    ============

Loss per weighted-average share of
   common stock outstanding, computed
   on net loss - basic and fully diluted                            nil             nil
                                                           ============    ============

Weighted-average number of shares
   of common stock outstanding - basic and fully diluted      7,056,065         500,509
                                                           ============    ============
</TABLE>


The financial information presented herein has been prepared by management
     without audit by independent certified public accountants. The accompanying
notes are an integral part of these financial statements.
                                                                               4
<PAGE>

                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)
                            Statements of Cash Flows
                   Three months ended March 31, 2002 and 2001

                                   (Unaudited)

                                                   Three months    Three months
                                                       ended           ended
                                                     March 31,       March 31,
                                                        2002            2001
                                                   ------------    ------------
Cash Flows from Operating Activities
   Net loss for the period                         $     (4,954)   $       (467)
   Adjustments to reconcile net loss to
     net cash provided by operating activities             --              --
                                                   ------------    ------------

Net cash used in operating activities                    (4,954)           (467)
                                                   ------------    ------------


Cash Flows from Investing Activities                       --              --
                                                   ------------    ------------


Cash Flows from Financing Activities
   Cash received on sale of common stock                 10,000            --
   Amounts advanced by majority shareholder                 395             467
                                                   ------------    ------------

Net cash provided by financing activities                10,395             467
                                                   ------------    ------------

Increase in Cash                                          5,441            --

Cash at beginning of period                                --              --
                                                   ------------    ------------

Cash at end of period                              $      5,441    $       --
                                                   ============    ============

Supplemental Disclosure of
   Interest and Income Taxes Paid
     Interest paid during the period               $       --      $       --
                                                   ============    ============
     Income taxes paid during the period           $       --      $       --
                                                   ============    ============

The financial information presented herein has been prepared by management
     without audit by independent certified public accountants. The accompanying
notes are an integral part of these financial statements.
                                                                               5

<PAGE>

                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)

                          Notes to Financial Statements


Note A - Background and Description of Business

RCM  Interests,  Inc.(Company)  was initially  incorporated  on July 13, 1990 as
Super Shops, Inc. under the laws of the State of Kansas.

In October 2000, the Company changed its state of  incorporation  from Kansas to
Delaware  by means of a merger  with and into a Delaware  corporation  formed on
October 13, 2000 solely for the purpose of effecting  the  reincorporation.  The
Certificate  of  Incorporation  and Bylaws of the Delaware  corporation  are the
Certificate  of  Incorporation  and Bylaws of the  surviving  corporation.  Such
Certificate of Incorporation  changed the Company's name to KN Acquisition Corp.
and  modified  the  Company's  capital  structure  to allow for the  issuance of
50,000,000  total equity shares  consisting  of  10,000,000  shares of preferred
stock and  40,000,000  shares of common stock.  Both classes of stock have a par
value of $0.001 per share.

On September 19, 1997, the Company filed for protection  under Chapter 11 of the
Federal  Bankruptcy Act in the United States Bankruptcy Court,  Central District
of  California  -  Los  Angeles  Division   (Bankruptcy  Court).  The  Company's
bankruptcy  action was  consolidated  into a single  action  with other  related
entities - Super Shops, Inc. (a California  corporation);  Super Shops, Inc. (an
Arizona corporation);  Super Shops, Inc. (a Michigan corporation);  Super Shops,
Inc.  (a Nevada  corporation),  Super  Shops,  Inc.  (a Texas  corporation)  and
Mallory, Inc. (a Nevada corporation).  All assets,  liabilities and other claims
against the Company were combined with those of its  affiliates  for the purpose
of  distribution  of  funds to  creditors.  Each of the six  entities  otherwise
remained separate corporate entities.  During the period from September 19, 1997
through July 31, 2000 (the entered  date of the Debtors'  Amended  Joint Plan of
Reorganization   dated  as  of  July  31,  2000),   all  secured  claims  and/or
administrative  claims during this period were  satisfied  through either direct
payment or negotiation.

The Debtors'  Amended  Joint Plan of  Reorganization  was approved by the United
States Bankruptcy  Court,  Central District of California - Los Angeles Division
on July 27,  2000 and  entered  on July 31,  2000.  The  Amended  Joint  Plan of
Reorganization,  which  contemplates  the Company entering into a reverse merger
transaction,  provided that all unsecured  creditors and Halter Financial Group,
Inc.  would  receive "new" shares of the  Company's  post-reorganization  common
stock,  pursuant to Section  1145(a) of the Bankruptcy  Code and Section 4(2) of
The Securities Act of 1933,  respectively.  As a result of the Plan's  approval,
all liens, security interests,  encumbrances and other interests,  as defined in
the Debtor's  Amended  Joint Plan of  Reorganization,  attach to the  creditor's
trust.  Specific  injunctions  prohibit any of these claims from being  asserted
against  the  Company  prior  to the  contemplated  reverse  merger.  The  final
discharge  from   bankruptcy   will  occur  only  upon  the  completion  of  the
contemplated reverse merger transaction.

The cancellation of all existing shares at the date of the bankruptcy filing and
the issuance of "new"  shares of the  reorganized  entity  caused an issuance of
shares of common stock and a related  change of control of the Company with more
than 50.0% of the "new" shares being held by persons and/or  entities which were
not  pre-bankruptcy   shareholders.   Accordingly,  per  American  Institute  of
Certified Public Accountants'  Statement of Position 90-7,  "Financial Reporting
by Entities in  Reorganization  Under the Bankruptcy  Code", the Company adopted
"fresh-start"  accounting  as of  the  bankruptcy  discharge  date  whereby  all
continuing  assets and  liabilities  of the  Company  were  restated to the fair
market value. As of July 31, 2000, by virtue of the confirmed  Debtor's  Amended
Joint Plan of  Reorganization,  the only asset of the Company was  approximately
$2.500 in cash due from Halter Financial Group, Inc.

The Company follows the accrual basis of accounting in accordance with generally
accepted accounting principles and has a year-end of December 31.

                                                                               6
<PAGE>


                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)

                    Notes to Financial Statements - Continued


Note A - Background and Description of Business - Continued

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission on its General Form for Registration of Securities of Small
Business  Issuers under Section 12(b) or (g) of The  Securities  Exchange Act of
1934 on Form 10-SB for the year ended  December 31,  2001,  as filed in February
2002. The information  presented within these interim  financial  statements may
not include all disclosures required by generally accepted accounting principles
and the users of financial information provided for interim periods should refer
to the annual  financial  information  and footnotes  when reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions   for  Form  10-QSB,   are   unaudited  and  contain  all  material
adjustments,  consisting  only of  normal  recurring  adjustments  necessary  to
present fairly the financial condition,  results of operations and cash flows of
the Company for the respective  interim  periods  presented.  The current period
results of operations are not necessarily indicative of results which ultimately
will be reported for the full fiscal year ending December 31, 2002.

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 the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


Note B - Going Concern Uncertainty

The Company's former controlling  stockholder maintained the corporate status of
the Company and provided all nominal  working  capital  support on the Company's
behalf from the bankruptcy discharge date through December 31, 2001.

In February 2002,  concurrent with a change in control,  the Company initiated a
new business  plan to engage in the  acquisition,  training,  racing and sale of
thoroughbred  racing stock.  At the present  time,  the Company does not own any
stables or other facilities to board,  maintain or train the horses we purchase.
Further, the Company does not currently own any horses or have any agreements or
commitments to purchase any horses.  The business plan provides that the Company
will not  purchase  any horses  until at least  $750,000  in working  capital is
raised from private  investors or institutions,  which will allow us to purchase
four  thoroughbred  racing  prospects,  pay training and boarding fees and other
operating  expenses for a period of approximately  24 months.  The business plan
will not be implemented if we do not raise at least $750,000 of initial capital.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely  basis.  Further,  the Company  faces  considerable  risk in each of it's
business  plan  steps,  including  difficulty  of hiring or  engaging  competent
trainers within our budget,  acquisition of quality  livestock,  and a potential
shortfall  of  funding  due to our  inability  to raise  capital  in the  equity
securities market.

The Company  remains  dependent upon additional  external  sources of financing;
including being dependent upon its management and/or significant stockholders to
provide   sufficient   working  capital  in  excess  of  the  Company's  initial
capitalization  and net racing purse  revenues to preserve the  integrity of the
corporate entity.

                                                                               7
<PAGE>

                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)

                    Notes to Financial Statements - Continued


Note B - Going Concern Uncertainty - Continued

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

If no additional  operating  capital is received  during the next twelve months,
the Company will be forced to rely on existing  cash in the bank and  additional
funds loaned by management and/or  significant  stockholders.  In the event, the
Company  is unable to  generate  sufficient  cash  flow to repay  advances  from
management and/or significant stockholders,  the party advancing funds may elect
to take title to one or more of the  Company's  horses to satisfy this debt.  An
action of this type would significantly  negatively impact the Company's ongoing
operations.

If the Company  does not raise at least  $750,000  by the end of July 2002,  the
Company may have to revise its current  business  plan or abandon this  business
plan  completely.  In which case,  we may seek an  acquisition  or merger with a
private  operating  company which offers an opportunity  for growth and possible
appreciation of our stockholders' investment in our common stock. However, there
is no assurance  that the Company  will be able to  successfully  consummate  an
acquisition or merger with a private operating  company or, if successful,  that
any acquisition or merger will result in the  appreciation of our  stockholders'
investment in our common stock.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional future funding.

In such a restricted cash flow scenario, the Company would be unable to complete
our  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

The Company has a limited operating history, minimal cash on hand, no profit and
operates a business  plan with  inherent  risk.  Because of these  factors,  our
auditors have issued an audit opinion for the Company which includes a statement
describing  our going concern  status.  This means,  in our  auditor's  opinion,
substantial doubt about our ability to continue as a going concern exists at the
date of their opinion.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach our goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.


Note C - Summary of Significant Accounting Policies

1.   Cash and cash equivalents
     -------------------------

     The Company considers all cash on hand and in banks,  including accounts in
     book overdraft  positions,  certificates of deposit and other highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

                                                                               8
<PAGE>

                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)

                    Notes to Financial Statements - Continued


Note C - Summary of Significant Accounting Policies - Continued

2.   Income taxes
     ------------

     The Company uses the asset and liability  method of  accounting  for income
     taxes. At March 31, 2002 and 2001, respectively, the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences   represent  differences  in  the  recognition  of  assets  and
     liabilities for tax and financial reporting purposes, primarily accumulated
     depreciation and amortization, allowance for doubtful accounts and vacation
     accruals.

     As of March 31, 2002 and 2001, respectively, the deferred tax asset related
     to the Company's net operating  loss  carryforward  is fully  reserved.  If
     these carryforwards are not utilized, they will begin to expire in 2020.

3.   Income (Loss) per share
     -----------------------

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance,  whichever is later. As of March 31, 2002 and 2001, respectively,
     the Company has no outstanding warrants and options.


Note D - Income Taxes

The components of income tax (benefit)  expense for the three months ended March
31, 2002 and 2001, respectively, are as follows:

                                                     Three months   Three months
                                                         ended          ended
                                                       March 31,      March 31,
                                                          2002           2001
                                                     ------------   ------------
     Federal:
       Current                                       $       --     $       --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------
     State:
       Current                                               --             --
       Deferred                                              --             --
                                                     ------------   ------------
                                                             --             --
                                                     ------------   ------------

       Total                                         $       --     $       --
                                                     ============   ============

                                                                               9
<PAGE>
<TABLE>
<CAPTION>


                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)

                    Notes to Financial Statements - Continued


Note D - Income Taxes - Continued

As of March 31,  2002,  the Company has a net  operating  loss  carryforward  of
approximately  $7,325  to offset  future  taxable  income.  Subject  to  current
regulations,  this  carryforward  will  begin to expire in 2020.  The amount and
availability  of  the  net  operating  loss  carryforwards  may  be  subject  to
limitations set forth by the Internal  Revenue Code.  Factors such as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of the carryforwards.

The  Company's  income tax expense for the three months ended March 31, 2002 and
2001, respectively, are as follows:

                                                           Three months      Three months
                                                                ended           ended
                                                              March 31,       March 31,
                                                                  2002            2001
                                                           ------------    ------------
<S>                                                        <C>             <C>
Statutory rate applied to  income before income taxes      $     (1,685)   $       (160)
Increase (decrease) in income taxes resulting from:
     State income taxes                                            --              --
     Other, including reserve for deferred tax asset and
       application of net operating loss carryforward             1,685             160
                                                           ------------    ------------

       Income tax expense                                  $       --      $       --
                                                           ============    ============
</TABLE>

Temporary  differences,  consisting primarily of statutory deferrals of expenses
for organizational costs and statutory  differences in the depreciable lives for
property and equipment, between the financial statement carrying amounts and tax
bases of assets and liabilities give rise to deferred tax assets and liabilities
as of March 31, 2002 and 2001, respectively:

                                                         March 31,    March 31,
                                                           2002         2001
                                                         ---------    ---------
     Deferred tax assets
       Net operating loss carryforwards                  $   2,500    $     475
       Less valuation allowance                             (2,500)        (475)
                                                         ---------    ---------

     Net Deferred Tax Asset                              $    --      $    --
                                                         =========    =========

During the three months ended March 31, 2002 and 2001, respectively, the reserve
for the deferred current tax asset increased by  approximately  $1,685 and $160,
respectively.

                                                                              10

<PAGE>

                               RCM Interests, Inc.
                         (formerly KN Acquisition Corp.)

                    Notes to Financial Statements - Continued


Note E - Capital Stock Transactions

Pursuant to the Debtor's Amended Joint Plan of Reorganization As Of November 15,
1999  (Plan),  affirmed  by the U. S.  Bankruptcy  Court - Central  District  of
California - Los Angeles  Division on July 27, 2000,  the Company  "will include
the issuance of a sufficient  number of Plan shares to meet the  requirements of
the Plan.  Such number is estimated to be  approximately  500,000 Plan Shares of
each Post Confirmation  Debtor.  The Plan Shares shall all be of the same class.
The Plan Shares will be issued ... as soon as  practicable  after the  Creditors
[sic] Trustee has determined all Allowed Class 5 Unsecured Claims and calculated
the exact number of Plan Shares to be issued tp [Halter  Financial Group,  Inc.]
and the holders of Allowed Class 5 Unsecured Claims...."

Approximately  60.0% of the Plan Shares were issued to Halter  Financial  Group,
Inc. in exchange  for the release of its Allowed  Administrative  Claims and for
the  performance of certain  services and the payment of certain fees related to
the  anticipated  reverse  merger or acquisition  transactions  described in the
Plan.

The  remaining  forty percent (40%) of the Plan Shares were issued to holders of
Allowed  Unsecured Claims on a Pro Rata basis. No fractional Plan Shares will be
issued. One full share will be issued in lieu of any fractional share.

All unsecured  creditors and Halter Financial Group,  Inc. received an aggregate
of  approximately  500,509  "new"  shares of common stock in  settlement  of all
unpaid pre-confirmation obligations of the Company and/or the bankruptcy trust.

On  February  1,  2002,  the  Company  sold  10,000,000  shares  of  restricted,
unregistered  common  stock to an  unrelated  individual  for gross  proceeds of
$10,000 cash. The Company relied upon Section 4(2) of The Securities Act of 1933
(`33 Act) because this  transaction  did not involve a public  offering and was,
therefore,  exempt  from  the  registration  requirements  of the  `33  Act.  No
underwriters were used in connection with this transaction.

                                                                              11
<PAGE>

Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1) Caution Regarding Forward-Looking Information

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.


(2) Results of Operations, Liquidity and Capital Resources

General
-------

We intend to acquire,  own, manage,  race and ultimately sell  thoroughbred race
horses. Our principal business objectives are to:
o    Raise at least $750,000 from private investors.
o    Purchase,  either  privately  or  through  public  auction,  at  least  two
     yearlings and two two-year-old in-training  thoroughbreds.  All horses have
     common   birthdays  on  January  1,  regardless  of  when  they  are  born.
     Thoroughbred  horses  are bred to be born  anywhere  from  January to June.
     Horses are  called  weanlings  until  they reach the age of one,  yearlings
     until they reach the age of two.  Thoroughbreds which are engaged in racing
     are usually  between the ages of two and five. A horse is considered  fully
     grown at age five.
o    Achieve  value  appreciation  of  our  thoroughbreds  through  professional
     management of our thoroughbreds' training and racing programs.
o    Generate  sufficient  revenues  from the  winnings  of our  horses and from
     proceeds from the subsequent sale of our racing stock to achieve profitable
     operations.
o    Provide our  stockholders  with the opportunity to realize  appreciation of
     the value of their common stock.

Initial Capital Raising Activities
----------------------------------

The initial phase of our business  plan will be to raise at least  $750,000 from
private  investors through the sale of shares of our common stock. To obtain our
initial  capital,  we will rely on the efforts of our sole officer and director,
Ronald C. Morgan. Mr. Morgan will provide the necessary services for our capital

                                                                              12
<PAGE>

raising  activities  at no  cost  and  will  receive  no  commissions  or  other
compensation  for his assistance in raising capital for us. Other than legal and
accounting expenses,  which we estimate at $10,000 and which will be advanced to
us by Mr.  Morgan,  we do not  expect to incur any  other  significant  costs in
connection with our initial capital  raising  activities.  We believe we will be
able  to  raise  our  initial   capital  from  investors  who  have   previously
participated in thoroughbred  racing  syndications and from individuals who have
participated   in  thoroughbred   racing   activities  with  Ronald  C.  Morgan.
Additionally,  we believe that as a public  company,  which we do not believe is
typical  in the  thoroughbred  racing  industry,  we will  be  able  to  attract
investors who are seeking  liquidity and  appreciation of their  investment in a
thoroughbred related business.

If we do not raise at least $750,000 within the next six months,  we may have to
revise our plan of operations or abandon our business plan completely.  In which
case,  we may seek an  acquisition  or merger with a private  operating  company
which  offers  an  opportunity  for  growth  and  possible  appreciation  of our
stockholders' investment in our common stock. We can give no assurance, however,
that we will be able to successfully  consummate an acquisition or merger with a
private operating company or, if successful, that any acquisition or merger will
result in the appreciation of our stockholders'  investment in our common stock.
Further,  if  we  are  unable  to  consummate  an  acquisition  or  merger,  our
stockholders may lose their entire investment in our company.

Our  certificate  of  incorporation  authorizes the issuance of up to 10 million
shares of preferred  stock.  Our ability to issue  preferred stock may limit our
ability to obtain debt or equity financing as well as impede potential  takeover
of our Company,  which takeover may be in the best interest of our stockholders.
Also, we have  approximately  29,499,491 shares which are authorized,  but which
are as yet  unissued.  Our  ability  to  issue  these  authorized  but  unissued
securities may also negatively  impact our ability to raise  additional  capital
through the sale of our debt or equity securities.

(3) Results of Operations

Since our  discharge  from  bankruptcy  in July 2000,  we have not generated any
operating revenues.  Our business focus was directed towards acquiring a reverse
merger candidate pursuant to our bankruptcy  reorganization plan, as approved by
the U. S. Bankruptcy Court.

We have incurred cumulative losses, principally related to the redomicile of the
Company  from Kansas to Delaware  and other  related  accounting,  auditing  and
professional  services,  of  approximately  $7,325.  Accordingly,  our financial
results,  from  inception to March 31, 2002, are not meaningful as an indication
of future operations.

Future  expected  significant  costs related to our operation will be related to
the acquisition, training, racing and maintenance of thoroughbred race horses.

(4) Liquidity and Capital Resources

On  February  1,  2002,  we  received  $10,000  cash from our  current  majority
shareholder,  Ronald C. Morgan.  These funds were generated  through the sale of
10,000,000  shares of unregistered,  restricted common stock sold pursuant to an
exemption from registration under Section 4(2) of The Securities Act of 1933.

At March 31, 2002, we had approximately $5,441 in cash and cash equivalents.  To
date, we show negative cash flows. We expect losses from operations and negative
cash flow to  continue  for the  foreseeable  future.  If our  revenues  and our
spending  levels are not adjusted  accordingly,  we may not generate  sufficient
revenues to achieve profitability.  Even if we achieve profitability, we may not
sustain or increase  such  profitability  on a quarterly  or annual basis in the
future.  We currently  anticipate  the net proceeds  from the minimum  offering,
together with available funds,  will be sufficient to meet our anticipated needs
for at least 12 months.  We may need to raise  additional funds in the future in
order to fund more rapid expansion,  to develop new or enhanced  services and to

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respond to competitive  pressures.  The need to raise additional funds may arise
especially if we only  complete the minimum  offering or if  significantly  less
than the maximum  offering is completed.  We cannot be certain that any required
additional  financing will be available on terms favorable to us and we have not
developed  a plan for  raising  additional  capital  should it be  required.  If
additional  funds are  raised by the  issuance  of our equity  securities,  then
existing  shareholders may experience  dilution of their ownership  interest and
such securities may have rights senior to those of the then existing  holders of
common  stock.  If  additional   funds  are  raised  by  our  issuance  of  debt
instruments,  we may be subject to certain  limitations  on our  operations.  If
adequate funds are not available or not available on acceptable terms, we may be
unable to fund our  expansion,  or  develop or  enhance  services  or respond to
competitive pressures.

We do not believe that we would need to add any additional  employees during the
next 12 months.


Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

   Exhibits - None
   Reports on Form 8-K - None



                                   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.

                                                         RCM Interests, Inc.


May   1  , 2002                                             /s/ Ronald C. Morgan
    -----                                                -----------------------
                                                                Ronald C. Morgan
                                                          Chairman, Director and
                                                         Chief Executive Officer



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