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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[ ]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d) OF THE SECURITIES
     EXCHANGE  ACT  OF  1934
     For  the  fiscal  year  ended  ________________

[X]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934
     For  the  transition  period  from  June  30,  2001  to  December  31, 2001
                                         ---------------      ------------------

     Commission  File  No.  000-27233
                            ---------

                           RRUN VENTURES NETWORK, INC.
                           ---------------------------
             (Exact name of Registrant as specified in its charter)

          NEVADA                                   98-0204736
-------------------------------                    ----------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification Number)

62 W. 8th Avenue, 4th Floor
Vancouver, British Columbia, Canada                V5Y  1M7
--------------------------------------             --------
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code:   (604) 682-6541
                                                       --------------

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12 (g) of the Act:   Common stock
authorized  at  $.0001  par  value.

Check  whether  the  issuer  (l)  has  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. [X] Yes
[ ]  No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

Revenues  for  2001  were  $4,000.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to the last reported sale price of such stock as of April 9, 2002
is  $  3,851,710.  Our  common stock is quoted at the present time.  At April 9,
2002,  our stock's closing price was $0.30 per share. This price, however, is an
inter-dealer  price  without retail mark-up, mark-down or commission and may not
represent  an  actual  transaction.

The number of shares of the issuer's Common Stock outstanding as of December 31,
was  14,614,724.

Documents  Incorporated  by  Reference:  Proxy  Statement  and Reconfirmation of
Offering  Prospectus  filed  pursuant to Rule 424(b)(3) of the Securities Act of
1933.  This  statement  was  filed  on  August  8,  2001  and is incorporated by
reference  into  Parts  I,  II  and  III  of  this  filing.

Transitional  Small Business Disclosure Format (check one):  Yes [ ]  No [X]


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PART  I

Item  1.  Description  of  Business

Corporate History

United  Management,  Inc. was incorporated on January 29, 1997 under the laws of
the  State  of  Nevada.  In  December  2000, United entered into an agreement to
merge with RRUN Ventures, Inc. by acquiring all of RRUN's issued and outstanding
shares  of  capital stock.  RRUN Ventures Inc. was founded in Vancouver, British
Columbia  in  June  of  2000  and incorporated in October 2000 under the laws of
Nevada.  Final  approval  of  this  merger was obtained from the shareholders in
August, 2001. At the same time as the approval of the merger, United adopted its
new  name,  RRUN  Ventures  Network,  Inc.  Also  acquired  in  the merger was a
majority  shareholder  position  in  RAHX, Inc., a Nevada corporation, which was
incorporated in 2000.  In September, 2001, RRUN co-founded AXXUS Corporation, a
Nevada Corporation,  which  was  incorporated  in September, 2001.

In September, 2001,RRUN  founded  RRUN  Labs  Incorporated  and  subsequently
acquired  100% of the common  stock  of  RRUN  Labs  Incorporated,  a Delaware
Corporation., which was incorporated  in  September,  2001.  Additional
information regarding AXXUS and RRUN Labs may be found in the press releases
dated October 10th and11th attached to  Form  10-KSB  filed  on  October  15,
2001. In addition, a discussion of the discontinuance  of  operations  of RRUN
Labs may be found in Form 8-K filed with the  Commission  on  November  21,
2001.

General  Overview

RRUN  Ventures  Network Inc. ("RRUN" or "RRUN vni") is a venture development and
holding  company  building  and/or  acquiring companies that will be serving the
lifestyle  needs of the 18-34 year Digital Generation through the production and
marketing  of  lifestyle  products  and  services.

RRUN  vni  hopes  to  build  a  network  of  innovative,  profitable  and global
businesses. Furthermore, RRUN vni hopes to build shareholder value by developing
innovative  business concepts, processes and technologies. In addition, RRUN vni
hopes  to  create  an environment that attracts and retains talent, and nurtures
the  ideas  and  leaders  of  tomorrow.

The  company  intends  to  invest  capital into the following lines of business:

1.   Media and Entertainment - businesses that produce and/or distribute content
     for  the  consumers  across  various  mediums.  These  include  music, live
     entertainment,  filmed entertainment, online and offline publishing, online
     and  offline  interactive  gaming,  and  digital  media  distribution.

2.   Infrastructure  Technologies  -  businesses that provide the foundation for
     people to interact and transact through multiple technology products. These
     include  communication,  commerce,  and  payment  systems.


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3.   Lifestyle  Products and Services - businesses that serve consumers with the
     products  and  services  that  satisfy  their  lifestyles.  These  include
     clothing,  mobile  phones,  PDA's  and  ticketing  services.

Currently  the  Company  has  two  business  units,  RAHX  Inc. (RAHX) and AXXUS
Corporation  (AXXUS),  with RAHX being the Company's lead venture.  The RAHX and
AXXUS  ventures  both  have offline and online technology components. The online
components  are built on proprietary technology that utilizes Peer to Peer (P2P)
Distributed  Architecture  and  contain  Digital  Rights  Management Systems and
Advanced  Integration  and  Personalization  Software.

In addition to RAHX and AXXUS, the Company has other business units currently in
development.

In  September  of  2001  RRUN  added  a  wholly  owned  research and development
subsidiary, RRUN LABS Incorporated.   RRUN LABS was formed to play a role in the
development  of  the  RAHX  and  AXXUS  technologies.  RRUN Labs operations were
suspended  indefinitely  in November 2001 and all staff was terminated. This was
due  to  RRUN's  inability  to  continue  funding  the  RRUN  Labs  operation.

The Company's RAHX venture has shifted its strategy from being focused solely on
P2P  music  file  exchange  to  one  of  developing  an Entertainment Experience
Network.  RRUN  hopes to deliver a number of RAHX branded entertainment products
and  services  to  its  target  market  via  an  integrated  network  approach.

Revenue  Generation

As  a  venture  development  and  holding company RRUN hopes to generate revenue
through  the  following  methods:

1.   Product  Sales  - sales of products and services generated via the RRUN vni
     subsidiaries/business  units.
2.   Administration  Fees  - RRUN vni will charge its business units a number of
     fees  that  include:  rent,  utilities,  leasing,  corporate  services.
3.   Revenue Sharing - as a method of return of investment from a business unit,
     RRUN  vni  may  directly  share  in  the  revenue  generated  by  the unit.
4.   Dividends  -  at  the  end  of  each  period,  RRUN  vni  will  receive its
     proportionate  profit  share from the dividends issue, if any, from each of
     its  business  units.
5.   Sale  Of  Business  Units  -  RRUN  vni  will  only  sell a partial or full
     ownership  stake in a business unit when the sale will benefit the RRUN vni
     shareholders  more  than  continuing the operations of the unit through the
     RRUN  vni  organization.
6.   Financing Charges - RRUN vni will earn interest and other financial related
     income  for  lending  capital  to  its  business  units.
7.   Venture  Development  &  Support  Services  -  RRUN  vni  will  charge  its
     subsidiaries fees for the use of its functional units that help develop the
     business  unit.  This includes use of the Accounting, HR, Marketing, Sales,
     Technology  Development,  and  Finance  .


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CURRENT  BUSINESS  UNITS

RAHX  INC.  (PRONOUNCED  "ROCKS")

RAHX  Inc.  (RAHX)  is currently the core business unit of RRUN. RAHX intends to
promote  and  market  entertainment products and services for the 18-34 year old
Digital  Generation.

RAHX  product  offerings are intended to include, but not be limited to, digital
media  software  and  online  services,  concerts  and  video  games.

The  first  product  offerings  intended  to  be  released  from  RAHX  are:

1.   RAHX  1.0  -  a  software  and  online web service that will allow users to
     exchange  digital media files but also connect with their favorite shopping
     and  services  vendors.  RAHX 1.0 will be powered by technology from AXXUS.
     RAHX 1.0 is a key product in development for RAHX. RAHX 1.0's digital media
     component/entertainment  engine  is  called  RAHX  FX  (File  Exchange).
2.   RAHX Live - a planned live entertainment production service. RAHX Live will
     service  its  target  market  with  dynamic live entertainment ranging from
     concerts,  festivals  and  special  events.

The Company anticipates that attendees of RAHX Live events will remain connected
and  informed  of  upcoming  events through RAHX 1.0. The management anticipates
that  additional  offline  and  online  product  and  service  offerings will be
evaluated, developed and added to the Entertainment Experience Network according
to  feasibility  and  return  on  investment.

RAHX  1.0  PRODUCT  DETAILS

The  Company  intends  to  develop  RAHX 1.0. This product will be an online web
service  that  uses  Peer  to  Peer (P2P) technologies to enable and enhance the
distribution of digital media files and communication and commerce with business
vendors  over  the  Internet.   The RAHX 1.0 service will be enabled through its
P2P  oriented  software that is installed with both consumers and their favorite
vendors.  Consumers  will  be  able  to  communicate  and  exchange  files among
themselves  in  addition  to being able to communicate and conduct commerce with
vendors.  RAHX 1.0's digital media component/entertainment engine will be called
RAHX  FX  (File  Exchange).  RAHX  FX  is  planned  to be one of the initial key
services  of  RAHX  1.0.

RAHX  FX  COMPONENT  PRODUCT  DETAILS

RAHX  FX  provides media users and content owners with an end-to-end solution of
distributing  music  over  the  Internet  by performing the following functions:

-  Facilitate  transfer  and  exchange  of  digital  media  files;
-  Manage  the  income  flow  from  consumers  to  content  owners;


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-  Track  content  usage;
-  Store  income  for  the  benefit  of  content  owners;
-  Distribute  income  to  content  owners  and;
-  Protect  consumers  with  Internet  security  and content owners with digital
   rights  management.

RAHX  1.0  TECHNOLOGY  OVERVIEW

For  consumers,  the  RAHX  1.0  Service  will  be powered by the RAHX Lifestyle
Manager  (RAHX  LM  1.0).
     -    The  RAHX  LM will have two fundamental components: a lifestyle engine
          and  an  entertainment  engine:
          -    The  lifestyle  engine component features 1) instant messaging so
               users can communicate with one another; 2) an opt-in programmable
               concierge  service  that  allows  the  user to set preferences to
               receive  media  product  messages  (i.e.  release  of  new  movie
               trailer,  new  music  single, restaurant bookings, movie tickets,
               concert  tickets  etc.),  amongst  other  functionalities.
          -    The entertainment engine (RAHX FX) will allow users to search and
               download  media (games, music, movies, etc.) through a paid legal
               system.

For  entertainment  businesses, the RAHX 1.0 Service will be powered by the RAHX
Business  Manager  (RAHX  BM  1.0).
     -    The  RAHX  BM  1.0  will  have  two  fundamental  components: a direct
          marketing  engine  (for  communication  with consumers) and a business
          management  engine (for communication and transactions with suppliers,
          partners  and  internal  use).

RAHX  FX  TECHNOLOGY  OVERVIEW
RAHX  FX  will  combine standard Internet and EDI protocols with XML programming
and  various  other software tools.  RAHX FX will consist of four subsystems:  a
file  exchange system; content management system, commercial transaction system,
and  digital  rights  management  system.  These  four systems are integrated to
function  as  one  unified  RAHX  FX  system.

This  RAHX  FX  technology will produce the following features and capabilities:

-  Royalty  tracking - RAHX FX compiles accounting of all music single downloads
by detailing copyright owners and accurately reporting music royalty remittance;

- Customer debit accounts - RAHX FX establishes debit accounts for its customers
to  facilitate  their  purchases  of  downloaded  music;

- Transaction facilitation - RAHX FX uses a transaction-facilitating engine that
simultaneously  debits  the  account  of a buyer and credits the accounts of the
music  owners;


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-  Catalogue  database  -  RAHX  FX  syncs  with  new and existing and new music
databases  to  accurately  identify  all  music  recordings  within the exchange
network;  and

-  Firewall  protection  -  RAHX  FX provides a security firewall to protect end
users.

RAHX  1.0  REVENUE  GENERATION

The  Core  RAHX  1.0  Business  Model  will  operate  as  follows:

     1.   Consumers  are  provided with the RAHX 1.0 Service (including the RAHX
          LM  software)  at  no  cost and are offered premium services through a
          monthly  subscription  fee.  These  premium  services  include content
          services  and  increased  levels  of  entertainment  services.
     2.   Small  to  mid sized businesses an initial sign up fee, which includes
          the  cost  of  RAHX  BM  software, and monthly subscription service to
          utilize  the  Business  Service.  Enterprise  level  businesses pay an
          initial  sign-up  fee,  monthly  service  fees,  and  additional
          customization  fees.  All  businesses pay for premium services such as
          marketing  services,  loyalty programs, and the right to private label
          the  RAHX  LM  software.
     3.   The  interconnection  between  businesses  and consumers that RAHX 1.0
          provides  creates  a  critical  mass  of  buyers  and  sellers.
     4.   Every  activity  RAHX  1.0  facilitates  generates  transaction  fees.

Within RAHX 1.0, the Company anticipates RAHX FX to earn income for RRUN through
a  two-pronged  business  model  Direct  to  Consumer Model and Licensing Model:
     1.   In  the  Direct  to  Consumer  Model,  RAHX  will provide an FX ( file
          exchange)  service or P2P media service directly to consumers and will
          use  its RAHX FX component of RAHX 1.0 to generate transaction fees by
          acting  as  an  agent to facilitate transactions between consumers and
          content  owners.
     2.   In the Licensing Model, RAHX may license its RAHX FX software to other
          P2P media services that desire a method to generate revenue. RAHX will
          bill  these  file  exchange  services  software  license  fees  and
          transaction  facilitation  fees.  Under  this  model, RAHX will earn a
          smaller  transaction  fee  rate  than in the direct to consumer model.


AXXUS  CORPORATION

AXXUS  will  be the backbone technology of RRUN's venture network. AXXUS focuses
on  "lifestyle  improving"  technologies.  Services  under  AXXUS  include  the
creation,  integration,  and  implementation  of  customized  e-commerce  and
communications solutions for businesses focused on the Digital Generations. RAHX
1.0 is the first application of AXXUS' core product, the AXXUSNET Platform. This
product  suite  is  an  integrated  platform that will enable online and offline
systems to deliver various services. In doing so, AXXUS hopes to create a common
"standard"  of  delivery  in  function  and  software  design for communication,
commerce  and  interactive  services.  AXXUS  is  primarily  focused  on being a
technology  backbone  for  the  RAHX  1.0  online


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web  service  and  its  RAHX FX component. As RRUN develops, AXXUS will begin to
develop  its  own  business  plan.

1.   In development stage is THE AXXUS NETWORK MARKETPLACE, another product that
     will  be  introduced  using  AXXUS technology. It is hoped that this global
     marketplace  will  be made up of an infrastructure-type network of everyone
     in  the  supply  chain  including  consumers,  retailers,  distributors,
     wholesalers  and  manufacturers.  AXXUS  intends  to extend market reach by
     channeling  online  and  offline  services  into  a  multidimensional  and
     multilevel  distribution  network  that  integrates intelligent devices and
     user  valuation  systems.  AXXUS  will  be  the  lead venture in the second
     initiative of RRUN and hopes to establish a standard in delivering products
     and  services  that  improve  the  way  consumers  and businesses interact,
     transact  and  communicate  over  digital mediums to ultimately enhance the
     lifestyle  experience  of  the  end  user.  RAHX  will  use AXXUSNET for an
     entertainment  industry  application.  Other  applications of AXXUS will be
     developed  for  other  industries through future partners and/or licensees.
     AXXUS  also  plans to provide support services to its partners such as RAHX
     and  also  provide  AXXUS  Enterprise  Services  -  customized  technology
     solutions  built  for  large  businesses.


RAHX  MARKET  ANALYSIS


RAHX  1.0  Digital  Media  and  P2P  Media  Services  Market  Analysis

Currently, there is an effort to merge telecommunications and content management
to  enhance  the  delivery  of  content  to  consumers.  Cable  and  wireless
technologies  are  being re-focused as content distribution platforms, resulting
in  an increase of audio and video distribution devices.  The mass proliferation
of P2P applications and broadband technologies has enabled consumers to increase
their  enjoyment  of  digital  entertainment:

1.   One-third  of  all  Internet  users  will  use next-generation peer-to-peer
     computing  services  to  store  and  share personal data by 2005. (National
     Post,  2001)
2.   28 million or one third of US homes will use a high-speed connection by the
     year 2005, a 5-year increase of 22 million people. (Jupiter Communications,
     2000)

Consumers  are  now  requiring  entertainment  to be directly delivered to their
devices  on  demand.  As a result, the market potential for delivering legal and
secure  entertainment  through  Internet  technologies  is  expected  to  be
significant:

Before  P2P Media Services emerged, Internet users located certain digital media
such  as  music  over  the  web by spending time searching websites for specific
music  recordings,  or  by visiting MP3 music sites like MP3.com and Emusic.com,
where  they  were given access to a limited amount of music and were required to
pay  for  it.  Napster  entered  the P2P Media Service and provided users with a
convenient  method of locating music.  Users were now able to type a music title
in a search field and any computer that contained the search item throughout the
network  was  displayed.


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Digital  Media  Services such as the RAHX FX component of RAHX 1.0 should have a
growing  market  for  which  it can use for the benefit of its shareholders. For
example,  consumers  are already able to trade movies in the controversial Div-X
format.  Just like MP3s impacted the music industry, Div-X is doing the same for
the  movie  industry.  Div-X  movies are DVD quality and can be copied from a PC
hard  drive  to  a  regular CD.  The CD is then played in a standard DVD player.
Other  digital  files  currently  being  exchanged  over  P2P Media Services are
e-books,  text  documents, photo images, and software programs.  In addition, we
believe  P2P  Media  Services  in  the  future will also facilitate online video
gaming  and video on demand. As a result, RRUN believes that the consumer demand
for  these  Digital  Media  and  P2P  Media  Services  will  continue to expand,
resulting  in  potentially  greater revenue streams for companies that possess a
sustainable  business  model.


RAHX  1.0'S  RAHX  FX  COMPONENT  COMPETITIVE  BUSINESS  CONDITIONS

In  the  past  few  years,  there  were  over 25 music P2P Media Services on the
Internet,  and eight, have emerged as the major participants due to their claims
of  large  consumer  user  bases:  Napster,  Gnutella,  Hotline, Cute MX, iMesh,
AudioGalaxy,  Morpheus  and  Spin Frenzy. As of today a number of these services
may  no  longer  exist.   These  companies  were  the  first  to offer P2P Media
Services,  and,  quickly  amassed  large user bases because they charged no user
fees

Napster,  Morpheus,  and  other  companies  with  the  same "free music sharing"
concept,  are  currently  or  have been subject to a number of highly publicized
lawsuits because, among other things, it was argued that they promote the use of
a  software  that  violates the rights of music copyright owners including major
record  labels  Sony  and  Universal.  As  a  result  of these lawsuits, two new
competitors  in  the  Digital  Media  Services  market were formed through joint
ventures with music industry giants and Internet powerhouses.  MusicNet, a joint
venture  between  RealNetworks, AOL Time Warner, Bertelsmann AG and EMI recorded
Music,  and  Pressplay,  a  joint-venture  between  Sony Music Entertainment and
Universal  Music  Group with the affiliates of Yahoo, MSN and MP3.com, have both
announced  plans  to  enter  into  the market.  Both new companies plan to offer
digital download services and possible P2P file sharing services in exchange for
either  a subscription fee or sharing fee charge.  As of today both Musicnet and
Pressplay  have  begun testing or launched with limited catalogs. Details of the
structure  of  these  companies  have  yet  to  be  fully  disclosed.

INTELLECTUAL  PROPERTY

PATENTS

The  RAHX  1.0  (including RAHX FX, RAHX LM, RAHX BM) and AXXUS (including AXXUS
NET)  platforms  are  proprietary  properties  consisting of numerous individual
proprietary  assets.  RRUN  has  begun  to  prepare  the  necessary documents to
facilitate  the  Company's  plan  to  file  for  various patents. RRUN has begun
preparing  the  system  architecture  designs  that  will  accompany  the patent
applications.


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In regards to RAHX and its' subsystems, RRUN intends to patent the base concept,
business  model,  and  subsequently  the data model architecture.  The patenting
will  include software/hardware components at a high level.  Individual software
and/or  hardware  components  built  to work within the initial framework of the
RAHX  platform  will also undergo copyright, followed by patenting. It takes two
to  three  years  to  complete a patent, so as the system grows, it is initially
copyrighted  and a patent is filed when the entire system is integrated.  At the
inception phase any component will be linked to a manufacturing process that may
be  copyrighted  for uniqueness, and included in the design requirements for the
patent.


POTENTIAL  LIABILITY

From  Digital  Distribution of Copyrighted Music in addition to the Risk Factors
described in the Exhibit to this filing, the operation of RRUN's RAHX FX digital
media  component  may  result  in liabilities or levels of unacceptance that may
affect  its profitability. Specifically, one or more of the factors listed below
may  result  in liability or levels of unacceptance that may harm its present or
future  operations:

1)  If  RRUN's  RAHX  FX  products  and services do not accurately or completely
provide rights reporting information, record companies and artists might not use
its  platform  to digitally deliver their recorded music, and its business might
be  harmed.

2)  RRUN  might  incur  liability  for the content of the recorded music that it
digitally  delivers  for  the  following  reasons:

-  Because  RRUN digitally delivers recorded music to third parties, it might be
sued  for  negligence,  copyright  infringement, trademark infringement or other
reasons.

-  These claims might include, among others, claims that by hosting, directly or
indirectly,  the  websites  of  third  parties,  it  is  liable for copyright or
trademark infringement or other wrongful actions by these third  parties through
these  websites.

-  While RRUN has taken steps to prevent these claims, we cannot assure you that
RRUN  will  successfully defend these claims. Even if a claim does not result in
liability,  RRUN  could  incur  significant costs in investigating and defending
against  them.

3)  RRUN's  success  and  ability  to  compete  substantially  depends  on  its
internally  developed technologies and trademarks, which it protects through the
application  of  patent,  copyright,  trade  secret  and  trademark  laws.

 -  There  is  a possibility that patent applications or trademark registrations
may not be approved. Even if they are approved, its patents or trademarks may be
successfully  challenged  by  others  or  invalidated.

-  If  its  trademark  registrations  are not approved because third parties own
these  trademarks,  its  use  of  these trademarks would be restricted unless it
enters  into


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arrangements  with  the  third-party  owners,  which  might  not  be possible on
commercially  reasonable  terms  or  at  all.

- Despite its efforts to protect its proprietary rights from unauthorized use or
disclosure,  parties  may  attempt  to  disclose, obtain or use its solutions or
technologies.

-  The  steps  RRUN  has  taken may not prevent others from misappropriating its
solutions  or  technologies  in  foreign countries where laws or law enforcement
practices  may  not  protect  its  proprietary  rights as fully as in the United
States.

PROTECTION  OF  PROPRIETARY  RIGHTS

RRUN's  success  and  ability to compete substantially depends on its internally
developed  technologies  and trademarks, which it protects through a combination
of  patent,  copyright, trade secret and trademark laws.  Patent applications or
trademark  registrations  may  not  be approved.  Even if they are approved, its
patents  or  trademarks may be successfully challenged by others or invalidated.
If  its trademark registrations are not approved because third parties own these
trademarks,  its  use  of  these trademarks would be restricted unless it enters
into  arrangements  with  the third-party owners, which might not be possible on
commercially  reasonable  terms  or  at  all.  The primary forms of intellectual
property  protection  for  its products and services internationally are patents
and copyrights.  Patent protection throughout the world is generally established
on  a  country-by-country  basis.

To date, RRUN has not applied for any patents outside the United States.  It may
do  so  in the future.  Copyrights throughout the world are protected by several
international  treaties,  including  the  Berne Convention for the Protection of
Literary  and  Artistic  Works.  Despite  these international laws, the level of
practical  protection  for  intellectual  property  varies  among countries.  In
particular,  United  States  government  officials  have  criticized  various
countries,  including  China  and  Brazil,  for inadequate intellectual property
protection.  If  its intellectual property is infringed in any country without a
high  level  of  intellectual property protection, its business could be harmed.

RRUN  generally  enters  into  confidentiality  or  license  agreements with its
employees,  consultants and corporate partners, and generally controls access to
and  distribution  of  its  technologies,  documentation  and  other proprietary
information.

Despite  its  efforts to protect its proprietary rights from unauthorized use or
disclosure,  parties  may  attempt  to  disclose, obtain or use its solutions or
technologies.  The  steps  RRUN  has  taken  may  not  prevent  others  from
misappropriating  its  solutions  or  technologies,  particularly  in  foreign
countries  where  laws  or  law  enforcement  practices  may  not  protect  its
proprietary  rights as fully as in the United States.  RRUN has licensed, and it
may  license  in  the  future,  certain  proprietary  rights  to  third parties.

While  it  attempts to ensure that the quality of its brand is maintained by its
business  partners,  they  may  take  actions that could impair the value of its
proprietary  rights or its reputation.  In addition, these business partners may
not  take  the same steps RRUN has taken to prevent others from misappropriating
its  solutions  or  technologies.


                                       10

<PAGE>

EFFECT  OF  EXISTING  OR  PROBABLE  GOVERNMENTAL  REGULATIONS  ON  THE  BUSINESS

RAHX  FX  is  designed  to  accurately  record,  collect,  and  distribute music
royalties  to  their  rightful  owners.  Since  digital  music  emerged  on  the
Internet,  record  companies have been searching for a viable system that allows
them  to  use  a  financial  system  that will appeal to consumers.  The RAHX FX
digital  media component allows for consumers to purchase music for a reasonable
price,  and  in  turn deposit the money into the account of the copyright owner.
Second,  if  other  P2P  media  services  employ  the  RAHX  FX
financial  subsystem,  RRUN  expects  that  it  may  save  record  companies and
copyright owners the time and money otherwise expended in lawsuits.  Third, RRUN
anticipates that through RAHX FX, artists and record labels can generate revenue
for no additional costs.  For every dollar generated on a sale of a CD, tape, or
vinyl  record, the artist and record label incurs costs due to the manufacturing
and  marketing  dollars  spent  on  the physical recording.  With digital music,
there  is no additional manufacturing or marketing costs as the music product of
the  artist  and  record  label  is  only  a  digital file of a sound recording.
Fourth,  RRUN  believes  that  RAHX  FX  will  allow  consumers to easily locate
outdated or hard-to-find songs; and can provide compensation to copyright owners
for these music recordings.  Many times record companies stop distributing music
recordings  because it may be too expensive to manufacture and inventory product
that  is  not  in  high demand.  As a result, consumers are unable to find older
music,  and  artists are not able earn revenue from these potential sales.  RAHX
FX  expects  that  it  can provide a system that will benefit both consumers and
artists.  Fifth,  RRUN  expects  that  RAHX  FX will give independent artists an
opportunity  to  showcase  their  talent  and generate revenue from the sales of
their  music.  Through RAHX FX, independent artists may have another medium that
directly distributes their music over the Internet.  As a result, artists may be
able  to  maximize  their  revenues  and  retain  control  of  their  music.


EMPLOYEES

At  December 31, 2001, RRUN had five Executive Officers and three Directors, and
employed  a  total  of 13 people including officers and employees . RRUN and its
subsidiaries  intend  to  hire  additional  employees in the foreseeable future.

RESEARCH  AND  DEVELOPMENT  EXPENDITURES

RRUN  expects  to  incur  research  and development expenditures over the twelve
months  following  December  31,  2001.  The amounts to be incurred are entirely
dependent  upon the amount of additional funding we will require to support such
efforts.  It  is impossible to give a meaningful forecast at this time as to the
amounts  of  research  and  development  expenditures  that  will  be  incurred.

                                          Year Ended          Year Ended
                                        June 30, 2001       Dec. 31, 2001
                                        -------------       -------------
RRUN  Ventures  Network,  Inc.               $0                $778,258


                                       11

<PAGE>

Item  2.  Description  of  Property

We  have no real estate property holdings and at this time we have no agreements
to  acquire  any  properties.  During  August  2001,  the  Company  moved  its
headquarters  into  leased  premises  at 62 W. 8th Avenue, 4th Floor, Vancouver,
British Columbia, Canada V5Y 1M7.  RRUN has an option to secure additional space
in  the  building.  The  lease  commitment  expires  on  December  31,  2002.

Item  3.  Legal  Proceedings

Other than the proceedings described herein, RRUN is not a party to any material
legal proceedings and to RRUN's knowledge, no such proceedings are threatened or
contemplated.  At  this  time  we  have  no  bankruptcy, receivership or similar
proceedings  pending.

Randolph  C. Demuynck filed a lawsuit in February, 2002 in the Lynchburg General
District Court for the Commonwealth of Virginia. The action concerned an alleged
claim  for  unpaid wages of an employee of RRUN Labs, Inc., a subsidiary of RRUN
Ventures  Network,  Inc.  The  amount of the lawsuit is $7,524.42, not including
interest  accruing  from  October  30,  2001  at  9%  plus  court  costs of $56.

James  E. Silverstrim filed a lawsuit in February, 2002 in the Lynchburg General
District Court for the Commonwealth of Virginia. The action concerned an alleged
claim  for  unpaid wages of an employee of RRUN Labs, Inc., a subsidiary of RRUN
Ventures  Network,  Inc.  The amount of the lawsuit is $11,439.67, not including
interest  accruing  from  October  30,  2001  at  9%  plus  court  costs of $56.

In  April,  2002,  the Company received notice that Luke Kolesar filed a lawsuit
against  the Company in Lynchburg General District Court for the Commonwealth of
Virginia.  The action concerned an alleged claim for unpaid wages of an employee
of  RRUN  Labs,  Inc., a subsidiary of RRUN Ventures Network, Inc. The amount of
the  lawsuit is $6,853.85, not including interest accruing from October 30, 2001
at  9%  plus  court  costs  of  $56.

In  addition,  the Company believes that there are approximately two-dozen other
former  employees  of  RRUN Labs, Inc. who are owed wages by RRUN Labs, Inc. The
total  amount of unpaid wages claims, not yet subject to any lawsuit against the
Company,  is  approximately  $168,000.  All  amounts  have  been included in the
Financial  Statements  as  of  December  31,  2001.

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

There  were  no  matters  submitted during the fourth quarter of the fiscal year
ended  December 31, 2001, to a vote of security holders through the solicitation
of  proxies  or  otherwise.


                                       12

<PAGE>

                                   Part  II

Item  5.  Market for Registrant's Common Equity and Related Stockholders Matters

Prior to September, 2001, there was no trading market for our common stock.  The
Company  received  approval  for  listing  and  in  September, 2001, the Company
obtained  a  trading  symbol  of  "RRUN"  and  began  trading  on  the  NASD
Over-the-Counter  Bulletin  Board.  Although  we  have a listing on the Bulletin
Board,  it  is  impossible  to  know  or predict from day to day how active that
market  will be.  There presently is a trading market for our stock, however, we
cannot  guarantee  that  a trading market will continue. As at December 31, 2001
there  were  144  record  holders  of  the  Company's  common  stock.

Market  Price

Our  common  stock is quoted at the present time.  At April 9, 2002, our stock's
closing price was $0.30 per share. This price, however, is an inter-dealer price
without  retail mark-up, mark-down or commission and may not represent an actual
transaction.  The  Securities  and  Exchange  Commission has adopted a Rule that
defines  a  "penny  stock,"  for purposes relevant to us, as any equity security
that  has  a market price of less than $5.00 per share or with an exercise price
of  less  than $5.00 per share, subject to certain exceptions.  Our common stock
is  presently  considered  a  "penny stock" and is subject to such market rules.

                                      HIGH              LOW
                                      -----             -----
2001**
First Quarter                         Not Trading*
Second Quarter                        Not Trading*
Third Quarter                         $3.10             $1.50
Fourth Quarter                        $1.50             $0.45

2002**
First Quarter                         $0.60             $0.10

--------------------------------------------------------------------------------
*Trading  of  our  stock  did  not  begin  until  late  September  2001.
**  The  prices  are  all  "closing"  prices  and appear as approximate figures.

Dividends
We  have  not  paid  any  dividends  to  date, and have no plans to do so in the
immediate  future.

Transfer  Agent

We have retained the services of Jersey Transfer and Trust as our transfer agent
at  this  time.


                                       13

<PAGE>

Recent  Sales  of  Unregistered  Securities

During  September of 2001, the Company issued 1,845,000 shares of its previously
authorized,  but unissued common stock.  The shares were issued to three persons
in exchange for the cancellation of debt.  The transactions were valued at $0.02
per  share.  The  transactions  were isolated transactions with persons having a
close  affiliation  with the Company and were exempt from registration under the
Securities  Act of 1933 pursuant to Section 4(2) of the Act because of not being
part  of  a public offering.  The offering was for a limited purpose and did not
use  the  machinery  of  public  distribution.

During  September  of  2001, the Company issued 670,000 shares of its previously
authorized,  but unissued common stock.  The shares were issued to three persons
in  exchange  for  cash.  The  transactions  were valued at $0.02 per share. The
transactions  were isolated transactions with persons having a close affiliation
with  the  Company and were exempt from registration under the Securities Act of
1933  pursuant  to Section 4(2) of the Act because of not being part of a public
offering.  The  offering was for a limited purpose and did not use the machinery
of  public  distribution.

During  September  of  2001, the Company issued 200,000 shares of its previously
authorized, but unissued common stock.  The shares were issued to one company in
exchange  for  consulting  services.  The  transaction  was  valued at $0.02 per
share.  The transaction was an isolated transaction with a person having a close
affiliation  with  the  Company  and  was  exempt  from  registration  under the
Securities  Act of 1933 pursuant to Section 4(2) of the Act because of not being
part  of  a public offering.  The offering was for a limited purpose and did not
use  the  machinery  of  public  distribution.

During  September  of  2001,  the  Company issued 2,544 shares of its previously
authorized,  but unissued common stock.  The shares were issued to one person in
exchange  for the cancellation of debt.  The transaction was valued at $1.00 per
share.  The transaction was an isolated transaction with a person having a close
affiliation  with  the  Company  and  was  exempt  from  registration  under the
Securities  Act of 1933 pursuant to Section 4(2) of the Act because of not being
part  of  a public offering.  The offering was for a limited purpose and did not
use  the  machinery  of  public  distribution.

During  September  of  2001,  the Company issued 20,000 shares of its previously
authorized,  but unissued common stock.  The shares were issued to one person in
exchange  for  the  cancellation of debt.  The transactions were valued at $0.75
per  share.  The  transaction was an isolated transaction with a person having a
close  affiliation  with  the Company and was exempt from registration under the
Securities  Act of 1933 pursuant to Section 4(2) of the Act because of not being
part  of  a public offering.  The offering was for a limited purpose and did not
use  the  machinery  of  public  distribution.

During  December  of  2001,  the Company issued 100,000 shares of its previously
authorized,  but unissued common stock.  The shares were issued to one person in
exchange  for  cash.  The  transaction  was  valued at $0.20 per share. For each
share issued, the purchaser was also given warrants for the purchase of 2 common
shares  at $0.20 per share. The transaction was an isolated transaction with one
person  having  a


                                       14

<PAGE>

close  affiliation  with  the Company and was exempt from registration under the
Securities  Act of 1933 pursuant to Section 4(2) of the Act because of not being
part  of  a  public offering. The offering was for a limited purpose and did not
use  the  machinery  of  public  distribution.


RRUN also issued during the fiscal year ended December 31, 2001, incentive stock
options  to  the  following  officers,  directors  and  consultants.

              Optionee                      Options Granted
              --------                      ---------------
        Ray Hawkins                             100,000
        Pavel Bains                             100,000
        Edwin Kwong                             100,000
        Saya Kyvrikosaios                       100,000
        Emanuel Koseos                          100,000
        16 other consultants & employees        781,500
                                             -----------
        Total # of Options Granted            1,281,500


The options have various exercise prices of between $0.10/share and $0.75/share.
The  options  were  issued  to  a total of 21 officers, directors, employees and
consultants all having a close association with the Company and were exempt from
registration  under  Section  4(2)  of  the  Securities  Act  of  1933.

RRUN  also  issued  common stock warrants to staff, consultants and advisors. No
warrants  were  issued  to Directors and Officers. No warrant holder received an
issuance  of warrants to make such warrant holder a 5% or greater stockholder of
the  Company.  The  total  number of warrants issued as of December 31, 2001 was
1,744,650  shares  with an exercise price ranging from $0.10 to $3.00 per share.
None  of these common stock warrants has been exercised as of December 31, 2001.
The  warrants  were  issued  for  services  rendered  to  a  total  of 14 staff,
consultants  and  advisors,  all having a business association with the Company
and were  exempt from registration under Section 4(2) of the Securities Act of
1933.



Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

Plan  of  Operation


The  following discussion should be read along with the financial statements and
notes, and by other more detailed financial information appearing in other parts
of  this  annual  report.

BUSINESS  STRATEGY  FOR  RAHX  1.0


                                       15

<PAGE>

From  System  Architecture Design to Alpha and Beta releases and testing to full
release,  RAHX  hopes  to  be develop RAHX 1.0 at an accelerated cycle of six to
nine  months.  The  development of all features of RAHX 1.0 will require a staff
of  25  consisting of programmers/integrators, project managers, and a projected
budget  of  $2  million. In the event the Company does not acquire the necessary
capital,  the  Company plans to reduce the number of features in the 1.0 version
of  the  product  and  to  reduce  the  staff  and  capital required while still
attaining  the  commercial  release  of  a  version  of  the  product.

RRUN  intends  to  file  for  a patent on RAHX and all of its components when it
completes  its working prototype. Although the technology used to create RAHX is
proprietary, RRUN expects that others may be able to substantially reproduce the
patented  results within six months.  RRUN expects that it must devote a minimum
of approximately 5% of RAHX Inc. revenues towards RAHX research and development.

Over  the  twelve  months  following  December  31,  2001,  RRUN  will  conduct
significant  product  research  and  development,  or R & D for its Peer to Peer
based  (P2P)  product,  RAHX  1.0  and  its  RAHX  FX  component.

The  R & D anticipated to be executed by RRUN for RAHX 1.0 will include but will
not  be  limited  to:

-  Development  of  the  RAHX  1.0  software  and  its  RAHX  FX software subset
components
-  Development  of  the  RAHX  1.0  back  end  platform  system  (AXXUS)
-  Development  of  various  RAHX  1.0  software  licensee  user  tools
Such  research and development is dependent upon our ability to raise sufficient
capital  to  support  R  &  D.

Within  the  twelve  months  following December 31, 2001, RRUN intends to invest
significantly  in  equipment to be used in developing products, the RAHX 1.0 and
AXXUS  back  end  technology  and  corporate  file  servers.  Such investment is
dependent  upon  RRUN's  ability  to  raise  additional  capital.

The  equipment  invested  in  will  include  but  not  limited  to:

-  Audio  and  Video Production equipment for the development of the interactive
front  end  websites

- Web, File, DNS and Proxy Servers that will handle the products' capacity needs
-  Networking/Communication  servers  to load balance the traffic coming through
the  RAHX  websites

RRUN  will  continue its main operations out of its Vancouver, British Columbia,
Canada  facility.  RRUN  currently operates a business development office in Los
Angeles, CA and hopes to open other business development offices in U.S. cities.

RRUN  VENTURES  NETWORK  INC.  IMPLEMENTATION  PLAN


                                       16

<PAGE>

RRUN  requires  approximately $6,000,000 in operational capital for the 12 month
period  following  December  31,  2001.  The  RRUN  Ventures  Network  Inc.
implementation is planned over a period of four phases totaling 12 months.  Each
phase  is three months.  The implementation plan during each phase describes the
activity of RAHX across various departments such as Operations, Finance, Venture
Development/Product  Development,  and  Sales/Marketing/Business  Development.

RRUN  hopes  to secure the financing to satisfy the capital needs for each phase
through  the  execution  of various funding methods, primarily private placement
investments.  RRUN  hopes  to  achieve  this  by  securing  relationships  with
investment  bankers,  venture  capitals,  and/or  finance advisors that have the
experience  and  relationships to aid RRUN with its capital raising efforts. The
source  of  the  private  placement  financing  will  be  comprised  of a mix of
principal shareholders, private investors and venture capitalist companies.
If the
funding  is  unavailable,  in  whole or in part, at the expected time, RRUN will
delay  implementation  of  entire  components  of  certain  aspects  of  the
implementation plan until the necessary funding is secured.  There cannot be any
assurance  that  RRUN will raise sufficient capital to meet it business plan. In
addition  to  delays  to  the  implementation plan, if sufficient capital is not
raised, RRUN may suffer consequences including but not limited to the following;
RRUN  may  have  to  suspend  or  discontinue  operations  of one or more of its
business units, such as RAHX; RRUN may have to suspend or discontinue its entire
operation.


RRUN's  2002  implementation  plan  regarding  its  core  business unit RAHX is:

Phase  One (Jan - March 2002): continue RAHX 1.0 software development; form RAHX
Live  division  of RAHX, Inc.; continue sourcing additional vertical markets for
AXXUS  Net  Software;  commence  venture development of new RRUN business units;

Phase Two (April - June 2002): Finalize Operations and Marketing plans; Commence
testing  of  RAHX  1.0  service  and  software;  develop first RAHX live events;
release  completed components of the RAHX 1.0 service; commence additional staff
hiring.

Phase  Three (July - September 2002): Secure capital; commence marketing of RAHX
1.0;  open  business  development  office  in  Toronto,  Ontario;  introduce new
features  of  RAHX  1.0  when  complete.

Phase  Four  (October  -  December 2002): continue marketing of RAHX 1.0; Secure
next  stage  of  Capital;  open  business  development  office  in New York, NY;
introduce  new  features  of  RAHX  1.0  when  complete.

MARKETING  PLAN

KEY  OBJECTIVES

With  RAHX  1.0  and  its  RAHX FX component being the initial key product under
RRUN,  the  marketing  strategy  is  designed  to  help  the Company realize the
following  objectives:
1.  Develop  a  RAHX.com  brand  awareness  to  attract  customers;


                                       17

<PAGE>

2. Build a strong RAHX user and business customer base for its RAHX 1.0 service;
3.  Develop  RAHX  awareness  in  the  Digital  Media  industry.

The  marketing strategy covers elements of distribution, promotion, and pricing.
The  marketing strategy spans across the upcoming fiscal year in accordance with
the  aforementioned  RRUN  implementation  plan.

DISTRIBUTION  STRATEGY

The  objectives  of  the  distribution  strategy  are:

1)  To  execute  a  rapid,  efficient  and  widespread  deployment  of:
- The RAHX 1.0 online web service and its respective software products (RAHX FX,
RAHX  LM,  RAHX  BM)

2) To produce, launch and promote the RAHX.com and RAHX.net websites to serve as
the  distribution  location  for  the  RAHX  1.0  software  products

3)  To  achieve  a  significant  distribution  reach  through  RAHX 1.0 business
customers.

Whether  we  are  able to achieve our distribution strategy will depend upon our
ability  to  raise  sufficient  capital  to  support  such  strategy.

PROMOTION  STRATEGY

The  objective  of the promotion strategy is to effectively invest promotion and
advertising  dollars  to  attain  a critical mass of RAHX users and RAHX enabled
business.  Dependent  upon  our  ability to raise sufficient capital, within the
first  year  RRUN  hopes  to:

-  Develop  RAHX  brand  awareness
-  Build  a  base  of  loyal  RAHX  users
-  Build  a  base  of  loyal  RAHX  business  users
-  Develop  relationships  with  digital  music companies and P2P Media Services
-  Develop relationships with leading companies in the content industries, i.e.,
music,  movies,  publishing,  etc.

The  details  of  the  promotion  strategy  are  as  follows:

The  promotional mix will revolve around Direct Sales, Internet Marketing, Trade
Shows,  Promotions,  Advertising  and  Publicity  in  support of the launches of
RAHX.com  and  RAHX  1.0.

1)  Direct  Sales

RRUN  intends  to  build  a  RAHX  sales  team  that will research, develop, and
maintain relationships with potential customers.  This team is expected to serve
as  liaisons  with  licensee  customers  and  constantly  be  on the front lines
searching  out  new  customers  at  tradeshows,  conventions,  etc.


                                       18

<PAGE>

2)  Internet  Marketing

RRUN  seeks  to  develop  a  marketing  program  that will research, develop and
implement  an  online marketing strategy to create RAHX.com and RAHX 1.0 service
and software brand awareness and get the RAHX message to consumers and potential
licensee  customers.  This  will  include  search  engine positioning, affiliate
programs,  online  news  releases,  direct  mailing lists, newsgroup monitoring,
newsletter  distribution,  and  other  innovative  web  marketing tools still in
development.

3)     Trade  Shows

Attendance  at  industry trade shows can provide RAHX 1.0 with an excellent cost
effective  opportunity  to  source  potential  partners,  competition, and other
product development opportunities.  The RAHX sales team would attend trade shows
that  focus  on  the  P2P  and  digital  entertainment  industry.

4)  Promotions

-  Promotional  teams - RAHX aims to develop brand awareness in the minds of its
target  consumer market and increase the RAHX 1.0 user base through street-level
marketing  tactics.  The  RAHX  Promotion  Teams  will  visit  local  hot  spots
frequented by the target consumers, including universities, nightclubs, sporting
events,  etc.

-  Sponsorships - RAHX plans to sponsor entertainment, sporting, music and other
events  in each North American market that targets typical RAHX consumers.  This
effort  can  provide  an  opportunity  to  develop  RAHX  brand awareness and to
associate  the  RAHX  brand  with  the  lifestyle  of  the  target  consumer.

5)  Advertising

Dependent  upon  our  ability  to  raise  capital,  RAHX  plans  to implement an
advertising  campaign  in  each  local market to create RAHX brand awareness and
increase  RAHX  membership.  The advertising campaign may be done through print,
radio,  and  the  Internet.  Each  of these mediums will be targeted towards the
consumer  market.

6)  Publicity

RAHX seeks to generate publicity through news releases, publicity campaigns and,
charity  events.  These  marketing  initiatives  are intended to spread the RAHX
name  in  each  local  market  and  tie  RAHX  in  with  the  local  community.

PRICING  STRATEGY

RAHX  1.0  will  be  offered  to consumers and businesses and licensees for free
through  the  RAHX  websites.  However, as stated, consumers will be charged for
premium  services,  and  for downloading music a subscription fee or a per music
recording  price.  RAHX and the content owners will set the actual price for the
music  fees.


                                       19

<PAGE>

FORWARD-LOOKING  STATEMENTS

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties,  there  are important factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.



Item  7.  Financial  Statements

The  information  requested by this item is set forth in Item 13 of this Report.



Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

In  response  to  this  item  we incorporate by reference our response set forth
under Item 8 of our Form 10KSB filed with the Securities and Exchange Commission
on  October  15,  2001.


                                      PART  III

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

Name                                Age     Offices Held
--------------------------------    ----    ------------------------------------
Ray A. Hawkins (1)                  32      President, Chief Executive Officer,
                                            Director
Edwin Kwong (1)                     30      Chief Operations Officer, Chief
                                            Financial Officer, Treasurer,
                                            Secretary and Director
Saya Kyvrikosaios (1)               34      Chief Venture Development. Officer,
                                            Director
Pavel Bains                         25      Executive  Vice President - Media &
                                            Entertainment
Emanuel Koseos                      40      Chief Technology Officer

(1)     Directors  were  appointed  to  the  Board  on  August  17,  2001.

TERMS  OF  OFFICE

All  executive  officers  are  employed  by RRUN on a full-time basis. The above
listed directors will serve until the next annual meeting of the shareholders or
until  their  death,  resignation,  retirement, removal, or disqualification, or
until  their  successors have been duly elected and qualified.  Vacancies in the
existing  Board  of  Director  are  filled  by


                                       20

<PAGE>

majority  vote of the remaining Directors. The officers serve at the will of the
Board  of  Directors.  Saya Kyvrikosaios and Emanuel Koseos are related as
Brothers. There are no other family relationships between any executive officer
And director.

MANAGEMENT

Ray  Hawkins  -  Director,  President  &  CEO.

As  the  President  &  CEO,  Mr.  Hawkins duties include the forging of business
development,  securing  of partnerships, and overseeing product development, and
marketing campaigns.  Mr. Hawkins is a serial entrepreneur with over a decade of
experience  in  the  fields  of  media,  entertainment,  and  marketing.  From
1990-1995,  Mr.  Hawkins  operated  his  own  music  artist management firm, RAH
Talent.  During  that  time  Mr.  Hawkins  also  acted  as  the  CEO  of  Empire
Communications,  a  record  label  that  produced a number of cutting edge music
artists.  From  1993-1997  Mr.  Hawkins  acted  as a music consultant, procuring
cutting  edge  music  for  movie and television production houses like Paramount
Pictures  and  video  game  companies  like Electronic Arts.  From 1996-1999 Mr.
Hawkins was the founder, President, and CEO of TAXI Communications Network Inc.,
a  leading  edge  media and marketing firm that produced a popular local culture
magazine,  TAXI  Vancouver,  and  developed  urban based marketing campaigns for
companies  like  Labatt  Breweries, Universal Music, Virgin Megastore and Molson
Canada.

Edwin  Kwong  -  Director,  COO  and  CFO.

Mr.  Kwong  uses his background in finance and project management to oversee the
day-to-day  operations  of  RRUN.Mr.  Kwong  has  over  5 years of international
management consulting experience in Project Management and Finance in Canada and
Asia.  In  1993  Mr.  Kwong  received a Bachelor of Commerce in Finance from the
University  of  British Columbia.  In 1996 Mr. Kwong received a Graduate Diploma
in  Asian  Pacific  Management.  From  1994-1996  Mr. Kwong worked as Investment
Advisor  Assistant for Great Pacific Management in Vancouver.  From 1996 to 1997
Mr. Kwong acted as a consultant in Hong Kong for Manulife International Ltd. and
Ernst  and  Young Management Consulting.  From 1997-1998 Mr. Kwong was a Project
Executive  for  Hopewell Holdings in Hong Kong and Indonesia.  In 1998 Mr. Kwong
completed  his  Level  1 examination in the Chartered Financial Analyst program.
From  1999-2000  Mr.  Kwong  was the Senior Business Specialist for Intria Items
Inc.,  a  financial  technology  solutions division of Canadian Imperial Bank of
Commerce.

Saya  Kyvrikosaios  -  Director,  Chief  Development  Officer.

Mr.  Kyvrikosaios  is  a well-diversified management and technology professional
and  uses  his  skills  and  experience  to  lead  the  product  and  technology
development  for  RRUN.  From  1991-1995  Mr.  Kyvrikosaios  acted as the Branch
Manager  and  Implementation Consultant for Laurentian Bank.  From 1995-1998 Mr.
Kyvrikosaios  was  the  Project Manager and Technology Implementation Consultant
for Credit Union Enterprise Datawest Ltd.  From 1998-2000 Mr. Kyvrikosaios acted
as  the  Project Leader of Western Canada for INTRIA Items Inc., a subsidiary of
the  Canadian  Imperial


                                       21

<PAGE>

Bank  of  Commerce.  In  1999 Mr. Kyvrikosaios received his Bachelor's degree in
Business  Administration  from  Simon  Fraser  University.

Pavel  Bains,  Executive  Vice  President,  Media  &  Entertainment.

Mr.  Bains  has  over  five  years  of  experience  in  marketing and promotion,
e-commerce  development,  and  business  strategy.  Prior to RRUN, Mr. Bains was
employed  as  a Marketing Representative for both Labatt Breweries and Budweiser
where  he produced promotional and marketing programs aimed at the urban market.
Mr.  Bains has also tenured with the National Basketball Association's Vancouver
Grizzlies  in  a  media  relations  role.  Mr.  Bains has a Bachelor's degree in
Business  Administration  from  Simon  Fraser  University  where  he  won  a
top-consulting  award  for  his  work  for  Amazon.com.

Emanuel  Koseos,  Chief  Technology  Officer.

Mr.  Koseos  has  two decades of diverse leadership experience with a variety of
entrepreneurial,  high technology, and market-making businesses. His most recent
role  was  as  a  Senior  Engineer  at  Ericsson Incorporated (U.S.). Mr. Koseos
continues  his  entrepreneurial  interests  through Kaph Data Engineering, as an
independent  business development consultant specializing in systems integration
and  Internet  technologies.  Mr.  Koseos  is  a member of MIT Technology Panel,
USENIX,  Adobe  Developer  Group,  Linux Kernel Hackers, Active Perl Developers,
Rational  Partners,  DevX,  and  SiteBuilder  Networks.  He  maintains  business
partnerships  with  Amazon,  Beyond, Infoseek, ATT, Talk City, and Real Networks
Internet-based  businesses.

SIGNIFICANT  EMPLOYEES

Other  than  those individuals described above, RRUN does not have any employees
who  are  not  executive  officers  that  are  expected  to  make  a significant
contribution  to  the  business.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:

                                     Number    Transactions   Known  Failures
                                     Of late    Not Timely    To File a
Name and principal position          Reports    Reported      Required Form
----------------------------------   -------   ------------   ------------------
Ray A. Hawkins                          1           0                 0
  CEO, President and Director
Edwin Kwong                             1           0                 0
  COO, CFO, Treasurer,
  Secretary and Director
Saya Kyvrikosaios                       1           0                 0
  Chief Venture Development.


                                       22

<PAGE>

  Officer and Director
Pavel Bains                             2           0                 0
  Executive Vice President,
  Media & Entertainment
Emanuel Koseos                          0           0                 0
  Chief Technology Officer

Note:  Form 3 was filed by each Director within 30 days of the occurrence of the
event necessitating the filing. Such event was the appointment by the Company to
the  Board  of  Directors  or  as  an  Officer  of  the  Company.

Item  10.  Executive  Compensation

The  following  table sets forth certain information as to our President and the
highest  paid officers and directors for our last fiscal year ended December 31,
2001.  No  other  compensation was paid to any such officers or directors during
this  time  period.


                                       23

<PAGE>


<TABLE>
<CAPTION>

                                 Annual Compensation Table
--------------------------------------------------------------------------------
--------------
                          Annual Compensation (1)           Long Term
Compensation
                          -----------------------           --------------------
------
                                                  Other
All
                                                  Annual  Restricted
LTIP     Other
                                                  Compen-   Stock   Options/
payouts  Compen-
Name         Title        Year   Salary   Bonus   sation   Awarded  SARs (#)
($)    sation
--------     -----------  ----  --------  ------  ------- --------- --------  --
-----  -------
<S>          <C>          <C>    <C>      <C>     <C>      <C>      <C>
<C>      <C>
Ray A.       President,   2001  $16,137    $0      $0       $0      100,000
$0       $0
Hawkins      CEO and
             Director
--------------------------------------------------------------------------------
--------------
Edwin        COO, CFO     2001   10,734     0       0        0      100,000
0        0
Kwong        and Director
--------------------------------------------------------------------------------
--------------
Saya         Chief        2001   24,712(2)  0       0        0      100,000
0        0
Kyvrikosaios Development
             Officer and
             Director
--------------------------------------------------------------------------------
--------------
Pavel        Exec. Vice   2001   16,752(3)  0       0        0      100,000
0        0
Bains        President
--------------------------------------------------------------------------------
--------------
Emanuel      Chief        2001    6,645     0       0        0      100,000
0        0
Koseos       Technology
             Officer
--------------------------------------------------------------------------------
--------------
</TABLE>


(1)   Unless otherwise noted, compensation is for the six month period ended
December 31, 2001.  There was no compensation paid by the Company to the
officers or directors of the Company prior to that time.  As of December 31,
2001, no retirement, pension or insurance programs or other similar programs
have been adopted by RRUN for the benefit of its employees.

(2) Mr. Saya Kyvrikosaios was paid approximately 60% of this total in the six
month period ending June 30, 2001.

(3) Mr. Pavel Bains was paid approximately 56% of this total in the six month
period ending June 30, 2001.

Subsequent to December 31, 2001, the Company executed Management Services
Memorandums with five key directors/officers which are effective January 1,
2002.  In addition to total signing bonuses of $258,000 which have no specific
payment date and are payable in cash or shares of the Company or its
subsidiary, RAHX, Inc., the memorandums provide for performance bonuses and
total annual compensation as follows:

               Year ended December 31, 2002 $ 460,000
               Year ended December 31, 2003 $ 460,000
               Year ended December 31, 2004 $ 460,000
               Year ended December 31, 2005 $ 380,000
               Year ended December 31, 2006 $ 380,000

<TABLE>
<CAPTION>
                        Options/SAR  Grants  in  Last  Fiscal  Year
                                  (Individual  Grants)
-------------------------------------------------------------------------------
                                    Percent
                   Number of        of Total
                   Securities     options/SARs
                   Underlying       granted        Exercise
                   Options/SARs   employees in     or base
Name               granted (#)     fiscal year    price ($/Sh)  Expiration date
-----------------  -----------    ------------   ------------   ---------------
<S>                <C>            <C>           <C>            <C>
Ray A. Hawkins         100,000             7.8%  $      0.10         9/5/2004

Edwin Kwong            100,000             7.8%  $      0.10         9/5/2004

Saya Kyvrikosaios      100,000             7.8%  $      0.10         9/5/2004

Emanuel Koseos         100,000             7.8%  $      0.50         9/5/2004

Pavel Bains            100,000             7.8%  $      0.10         9/5/2004

-------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>

                Aggregated  Option/SAR  Exercises  in  Last  Fiscal  Year
                            and  FY-End  Option/SAR  Values


                                       24

<PAGE>

                                                                     Value of
                                                     Number of      unexercised
                                                     unexercised    in-the-money
                                                     options/SARs   options/SARs
                   Shares                            at FY-end(#)   at FY-end($)
                   acquired on                       exercisable/   exercisable/
Name               exercise (#)  Value realized ($)   unexercisable
unexercisable
------------------ ------------  ------------------  -------------  ------------
--
<S>                <C>           <C>                 <C>            <C>
Ray A. Hawkins                0          0           75,000/25,000
$15,000/$5,000

Edwin Kwong                   0          0           75,000/25,000
$15,000/$5,000

Saya Kyvrikosaios             0          0           75,000/25,000
$15,000/$5,000

Emanuel Koseos                0          0           10,000/90,000
$2,000/$18,000

Pavel Bains                   0          0           75,000/25,000
$15,000/$5,000

</TABLE>



Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management


The  following  table  lists  as  of March 31, 2002, the beneficial ownership of
RRUN's  common  stock by each person known by RRUN to beneficially own more than
5%  of RRUN's common stock outstanding and by the officers and directors of RRUN
as  a  group. Except as otherwise indicated, all shares are owned directly. RRUN
knows  of  no other person who is the beneficial owner of more than five percent
of  RRUN's common stock.  Unless specifically indicated, the shareholders listed
possess  sole  voting  and  investment  power  with respect to the shares shown.



Directors, Officers and 5%                       Shares Beneficially
Stockholders                                            Owned
----------------------------------------------------------------------------
                                               Number             Percent
                                               -------            -------

550605 B.C. Ltd.                              2,814,000(1)          18.0%
4th Floor, 62 W. 8th Avenue
Vancouver, B.C. V5Y 1M7

Kaph Data Engineering Inc.                      530,000(2)           3.4%
409 Lakewood Street
Lynchburg, VA 24501

Ray A. Hawkins                                2,517,324(3)          15.9%
71-1075 Granville Street
Vancouver, B.C.  V6Z 1L4

Pavel Bains                                     855,000(3)           5.4%
#101 - 1001 Broadway
Vancouver, B.C. V6H 4E4

Edwin Kwong                                     780,000(3)           4.8%
#5 - 744 West 7th Avenue
Vancouver, B.C. V5Z 1B8

Saya Kyvrikosaios                               575,000(3)           3.7%
20230 Ashley Cresent
Maple Ridge, B.C. V2X 9N1

Emanuel Koseos                                  115,000(3)           0.8%
4th Floor, 62 W. 8th Avenue
Vancouver, B.C. V5Y 1M7


All RRUN directors and                        4,824,343(4)          29.5%
officers as a group (5persons)


(1) Ray A. Hawkins owns 74% of 550605 B.C. Ltd.
(2) Emanuel Koseos owns 85% of Kaph Data Engineering Inc.
(3) Includes shares issuable upon the exercise of options within 60 days.
(4) Includes 795,000 shares issuable upon the exercise of options within 60
    days.



Item  12.  Certain  Relationships  and  Related  Transactions


Except  as  disclosed  below,  none  of  the following parties since the date of
RRUN's  incorporation  has had any material interest, direct or indirect, in any
transaction  with  RRUN or in any presently proposed transaction that, in either
case,  has  or  will  materially  affect  RRUN.

-    Director  or  officer  of  RRUN
-    Proposed  nominee  for  election  as  a  director  of  RRUN
-    Person  who beneficially owns, directly or indirectly, shares carrying more
     than  10%  of the voting rights attached to all outstanding shares of RRUN.
-    Promoter  of  RRUN
-    Relative  or  spouse  of  any  of  the  foregoing  persons

Certain  Relationships  and  Related  Transactions

1. Incentive Stock Options. Option rights issued to Officers and Directors under
our  Incentive  Stock Option Plan. A copy of the Plan as well as Incentive Stock
Option  Agreements  for  each  Executive  Officer  and Director were attached as
Exhibits  to  Form  10-KSB  filed  on  October  15,  2001.

2. As of September 1, 2001, RRUN Ventures Network Inc. owed a total of $321,598
to RRUN Ventures Network Inc.'s President and CEO, Ray Hawkins.  RRUN is
obligated to repay such loans as per terms of a Promissory Note issued to Ray
Hawkins dated September 1, 2001. This debt is interest free and has a repayment
term of one year from the date of September 1, 2001. In exchange for a
reduction
of $50,544 indebtedness by RRUN, Ray Hawkins subscribed to additional shares of
common stock of the Company. Such stock subscriptions are described in further
detail under the "Resent Sales of Unregistered Securities".   The Company also
repaid $11,537 during the fourth quarter of 2001. In addition, at September 1,
2001, Ray Hawkins was granted the option to convert to common shares an
additional $20,000 in debt owed by the Company. The terms of such conversion
are that Ray Hawkins is granted the right to convert such debt to stock at
$0.02 per share; however, Ray Hawkins cannot execute such conversion until
after February 28, 2002.

In February, 2002, the Company executed an amendment to the Promissory Note
dated September 1, 2001 with Ray Hawkins. The amended Promissory reflected the
amount owning from RRUN to Ray Hawkins as of December 31, 2001, as a total of
$259,517.00. RRUN is obligated to repay such loans as per terms of the amended
Promissory Note issued to Ray Hawkins in February, 2002. The debt is interest
free and has a repayment term of one year from the date of the February, 2002
Promissory Note. Ray Hawkins was granted the option to convert to common shares
the entire amount of outstanding debt owed to Ray Hawkins by the Company. The
terms of such conversion are that Ray Hawkins is granted the right to convert
such debt to stock at $0.02 per share. Ray Hawkins cannot execute such
conversion until after September 1, 2002.




                                       26

<PAGE>

amount of outstanding debt owed to Ray by the Company. The terms of such
conversion  are  that  Ray  Hawkins is granted the right to convert such debt to
stock at $0.02 per share. Ray Hawkins cannot execute such conversion until after
September  1,  2002.


3.  Emanuel  Koseos,  our  Chief  Technology  Officer, is the owner of Kaph Data
Engineering  Inc.  Kaph is a related party to RRUN as follows: (1) RRUN Ventures
Inc. owned 15% of Kaph Data Engineering inc. As of August 17, 2001 RRUN now owns
that  15% of Kaph Data Engineering inc. as a result of the merger between United
Management Inc. and RRUN Ventures Inc. and (2) Kaph provided and may continue to
provide  professional  services  to  RRUN.  Compensation  paid  to Kaph for such
services  is  determined  at  the fair market value of such services customarily
paid  in  the  industry.

4.  In September , 2001, RRUN Ventures Network, Inc. owed a total of $9,435 to
RRUN Ventures Network, Inc.'s COO, Edwin Kwong.  RRUN is obligated to repay such
loans. This debt is interest free and repayable within one year from date of the
promissory note issued to Edwin Kwong from RRUN dated
September 1, 2001. In exchange for a reduction of $3,900 indebtedness by RRUN,
Edwin Kwong subscribed to additional shares of common stock of the Company. Such
stock subscriptions are described in further detail under the "Resent Sales of
Unregistered Securities".  In addition, at September 1, 2001, Edwin Kwong was
granted the option to convert the outstanding balance in debt to common shares
at $0.02 per share; however, Edwin Kwong cannot execute such conversion until
after September 1, 2002.

At December 31, RRUN Ventures Network Inc. owed a balance of $103,053 to Edwin
Kwong. This debt is interest free and is repayable within one year from the
Date of each promissory note, respectively issued to Edwin Kwong.
As of February 7, RRUN executed two Promissory Notes totaling $100,035.  In
addition, Edwin Kwong was granted the option to convert to common shares the
outstanding balance in debt owed by the Company at $0.10 per share; however,
Edwin Kwong cannot execute such conversion until after May 31, 2002.  As of
February 27, 2002, RRUN executed a Promissory Note totaling $5,550, where by
Edwin Kwong was granted the option to convert to common shares the outstanding
balance in debt owed by the Company at $0.17 per share; however, Edwin Kwong
cannot execute such conversion until after August 31, 2002.




                                       27

<PAGE>


PART  IV
--------

Item  13.  Exhibits,  Financial  Statements  Schedules  and  Reports on Form 8-K
Exhibits


Item  13(a)  Financial  Statements


RRUN's  audited  Consolidated Financial  Statements, as described below, are
attached hereto.

1.     Audited  Financial  Statements
 (a)     Auditor's Report
 (b)     Consolidated Balance Sheets
 (c)     Consolidated Statements of Operations and Deficit
 (d)     Consolidated Statements of Cash Flows
 (e)     Consolidated Statements of Stockholder's  Deficiency
 (f)     Notes to Consolidated Financial Statements



                                       28

<PAGE>
<PAGE>

                           RRUN VENTURES NETWORK INC.
                       (Formerly United Management, Inc.)
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)



<PAGE>
                                                       Morgan & Company
                                                       Chartered Accountants


                                AUDITORS' REPORT



To  the  Shareholders
RRUN  Ventures  Network  Inc.
(Formerly  United  Management,  Inc.)
(A  development  stage  company)


We  have  audited  the consolidated balance sheets of RRUN Ventures Network Inc.
(formerly  United Management, Inc.) (a development stage company) as at December
31,  2001  and  2000,  and the consolidated statements of operations and deficit
accumulated  during  the  development stage, cash flows and stockholders' equity
for the year ended December 31, 2001, and for the period from inception, October
12, 2000, to December 31, 2000.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing  standards.  Those  standards require that we plan and perform an audit
to  obtain  reasonable  assurance  whether  the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2001
and  2000,  and  the results of its operations and cash flows for the year ended
December  31,  2001,  and  for  the  period from inception, October 12, 2000, to
December 31, 2000 in accordance with United States generally accepted accounting
principles.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company will continue as a going concern.  As discussed in Note 1(c) to the
consolidated financial statements, the Company has suffered recurring losses and
net  cash  outflows  from  operations  since  inception.  These  factors  raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's  plans  in regard to these matters are also discussed in Note 1(c).
The  consolidated financial statements do not include any adjustments that might
result  from  the  outcome  of  this  uncertainty.



Vancouver,  B.C.                                          /s/ Morgan & Company

March  28,  2002                                          Chartered  Accountants

Tel: (604) 687-5841                          P.O. Box 10007 Pacific Centre
FAX: (604) 687-0075                          Suite 1488-700 West Georgia Street
www.morgan-cas.com        Member of ACPA     Vancouver, B.C. V7Y 1A1
                          International
<PAGE>

<TABLE>
<CAPTION>

                          RRUN  VENTURES  NETWORK  INC.
                       (Formerly United Management, Inc.)
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                            (Stated in U.S. Dollars)



                                   DECEMBER  31

                                 2001        2000
                             ------------  ---------
<S>                          <C>           <C>
ASSETS
Current
  Cash                         $   1,421  $ 10,794
  Goods and Services
   Tax recoverable                 5,014          -
  Prepaid expense                    342        500
                             ------------  ---------
                                   6,777     11,294

Capital Assets (Note 4)           36,929          -
Investment (Note 5)                6,750      6,750
                             ------------  ---------
                             $    50,456   $ 18,044
====================================================


LIABILITIES
Current
  Accounts payable           $ 1,113,855   $ 32,114
  Loans and advances
   payable (Note 6)              518,998     66,803
                             ------------  ---------
                               1,632,853     98,917
                             ------------  ---------

STOCKHOLDERS' DEFICIENCY

Share Capital
  Authorized:
    100,000,000 common
     shares, par value
     0.0001 per share

  Issued and outstanding:
    14,614,724 common shares
    at December 31, 2001 and
    6,108,780 at
    December 31, 2000              1,462      6,109

  Add:  Share subscriptions
    received:
    50,000 common shares
    at December 31, 2001 and
    0 at December 31, 2000        10,000          -

  Additional paid-in
    capital                      109,744      4,622

Deficit                       (1,703,603)   (91,604)
                             ------------  ---------
                              (1,582,397)   (80,873)
                             ------------  ---------
                             $    50,456   $ 18,044
====================================================
</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                        RRUN  VENTURES  NETWORK  INC.
                    (Formerly  United  Management,  Inc.)
                        (A  Development  Stage  Company)

                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                            (Stated in U.S. Dollars)



-------------------------------------------------------------
                                                INCEPTION
                                                OCTOBER 12
                             YEAR ENDED           2000 TO
                             DECEMBER 31        DECEMBER 31
                          2001        2000        2001
-------------------------------------------------------------
<S>                      <C>         <C>          <C>
Revenue                  $    4,000  $        -   $    4,000

Expenses
  Administrative services    59,719      30,164       89,883
  Amortization                6,428           -        6,428
  Business development      216,408           -      216,408
  Consulting                 34,950      12,609       47,559
  Equipment leases           14,921           -       14,921
  Investor relations        126,147           -      126,147
  Marketing                  35,361           -       35,361
  Media design               60,123           -       60,123
  Office, rent and sundry    98,927       9,970      108,897
  Professional fees         112,731      21,781      134,512
  Software development      778,258           -      778,258
  Travel                     63,687       4,944       68,631
  Wages and benefits          8,339           -        8,339
                         ------------------------------------
                          1,615,999      79,468    1,691,467
                         ------------------------------------
Loss Before the
 Following                1,611,999      79,468    1,691,467
                         ------------------------------------
Minority Interest in
 Loss of Subsidiary               -        (219)        (219)
                         ------------------------------------

Net Loss For The Year    $1,611,999  $   79,249   $1,691,248
=============================================================

Net Loss Per Share       $     0.18  $     0.01
===============================================
Weighted Average
 Number Of Common
 Shares Outstanding       8,854,553   5,612,594
===============================================

</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                         RRUN  VENTURES  NETWORK  INC.
                   (Formerly  United  Management,  Inc.)
                      (A  Development  Stage  Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Stated in U.S. Dollars)


------------------------------------------------------------------
                                                    INCEPTION
                                                    OCTOBER 12
                                  YEAR ENDED         2000 TO
                                   DECEMBER 31      DECEMBER 31
                                 2001        2000        2001
---------------------------------------------------------------------
<S>                             <C>           <C>        <C>
Cash Flows From Operating
 Activities
   Net loss for the year        $(1,611,999)  $(79,249)  $(1,691,248)

Adjustments To Reconcile Net
 Loss To Net Cash Used By
 Operating Activities
   Amortization                       6,428          -         6,428
   Issue of common stock
    for expenses                      4,000      4,200         8,200
   Minority interest in loss
    of subsidiary                         -       (219)         (219)
   Goods and Services Tax
    recoverable                      (5,014)         -        (5,014)
   Prepaid expense                      158       (500)         (342)
   Accounts payable               1,005,937     32,114     1,038,051
   Loans and advances payable       493,533     66,803       560,336
                                -------------------------------------
                                   (106,957)    23,149       (83,808)
                                -------------------------------------
Cash Flows From Investing
 Activities
  Net asset deficiency of legal
   parent at date of reverse
   take-over transaction                  -    (12,355)      (12,355)
  Purchase of capital assets        (43,357)         -       (43,357)
                                -------------------------------------
                                    (43,357)   (12,355)      (55,712)
                                -------------------------------------
Cash Flows From Financing
 Activities
  Shares issued for cash             13,400          -        13,400
  Share subscriptions received       10,000          -        10,000
                                -------------------------------------
                                     23,400          -        23,400
                                -------------------------------------

Increase (Decrease) In Cash        (126,914)    10,794      (116,120)

Cash Acquired On Acquisition
 Of Subsidiary                      117,541          -       117,541

Cash, Beginning Of Year              10,794          -             -
                                -------------------------------------

Cash, End Of Year               $     1,421   $ 10,794   $     1,421
=====================================================================

</TABLE>





<PAGE>

<TABLE>
<CAPTION>

                                RRUN  VENTURES  NETWORK  INC.
                            (Formerly  United  Management,  Inc.)
                               (A  Development  Stage  Company)

                        CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

                                        DECEMBER 31, 2001
                                     (Stated in U.S. Dollars)



                                            ADDITIONAL
                                             PAID-IN
                     SHARES      AMOUNT    CAPITAL     DEFICIT        TOTAL
                     ---------------------------------------------------------
<S>                  <C>         <C>       <C>        <C>           <C>
Shares issued for
 cash and services   4,200,000   $ 4,200   $      -   $         -   $     4,200
Adjustment to number
 of shares issued
 and outstanding as
 a result of the
 acquisition of
 RAHX, Inc.
 RAHX, Inc.         (4,200,000)   (4,200)         -             -        (4,200)
 RRUN Ventures Inc.  5,708,780     5,709     (1,509)            -         4,200
Adjustment to
 stated value of
 stockholders' equity
 to reflect minority
 interest in the net
 assets of RAHX, Inc. at
 the acquisition date        -         -       (219)            -          (219)
Net asset deficiency
 of legal parent
 at date of reverse
 take-over transaction       -         -          -       (12,355)      (12,355)
Shares issued to acquire
 investment in
 Kaph Data
 Engineering Inc.      400,000       400      6,350             -         6,750
Loss for the period          -         -          -       (79,249)      (79,249)
                       ---------------------------------------------------------
Balance, December
 31, 2000            6,108,780     6,109      4,622       (91,604)      (80,873)

Adjustment to
 number of shares
 issued and outstanding
 as a result of the
 acquisition of RRUN
 Ventures, Inc.
 RRUN Ventures,
  Inc.              (6,108,780)   (6,109)    (4,622)            -       (10,731)
 RRUN Ventures
  Network Inc.         288,420       288     10,443             -        10,731
Fair value of shares
issued in connection
with the acquisition
of RRUN Ventures,
 Inc.                  305,439       306     28,325             -        28,631
                    -----------  --------  ---------  ------------  ------------
                       593,859       594     38,768       (91,604)      (52,242)
Increase in issued
 shares due to
 20 for 1 stock
 split              11,283,321       594       (594)            -             -
Shares issued for
 debt                1,867,544       187     54,257             -        54,444
Shares issued for
 cash                  670,000        67     13,333             -        13,400
Shares issued for
 services              200,000        20      3,980             -         4,000
Loss for the year            -         -          -    (1,611,999)   (1,611,999)
                    -----------  --------  ---------  ------------  ------------

Balance, December
 31, 2001           14,614,724   $ 1,462   $109,744   $(1,703,603)  $(1,592,397)
                    ============================================================

</TABLE>



<PAGE>
                           RRUN VENTURES NETWORK INC.
                       (Formerly United Management, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)



1.     NATURE  OF  OPERATIONS

a)     Organization

The  Company  was  incorporated  in  the State of Nevada, U.S.A., on October 12,
2000.

b)     Development  Stage  Activities

The Company was organized as a holding company to develop or acquire innovative
ventures with an emphasis on serving the  lifestyle needs of the 18 - 34  year
Digital  Generation through the production and marketing of lifestyle products
and  services.  The  Company's  initial  venture is RAHX, a  business  concept
focused  on  delivering,  for  its  customers,  a  consolidated  Entertainment
Experience Network comprised of many services ranging from digital media peer
to  peer  file  exchange  to  live  entertainment and online video games.  The
Company's  other  venture  is  AXXUS,  an enhanced e-commerce and communication
backbone technology.


c)     Going  Concern

Since  inception,  the  Company has suffered recurring losses, net cash outflows
from  operations  and, at December 31, 2001, has a working capital deficiency of
$1,626,076.  The  Company  expects  to  continue  to incur substantial losses to
complete  the  development  and testing of its technology.  Since its inception,
the  Company  has  funded  operations through common stock issuances and related
party loans in order to meet its strategic objectives.  Management believes that
sufficient  funding will be available to meet its business objectives, including
anticipated  cash needs for working capital, and is currently evaluating several
financing  options.  However, there can be no assurance that the Company will be
able  to  obtain  sufficient  funds  to  continue  the  development  of  and, if
successful, to commence the sale of its products under development.  As a result
of  the foregoing, there exists substantial doubt about the Company's ability to
continue  as  a  going  concern.  These consolidated financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  consolidated  financial  statements  of  the  Company have been prepared in
accordance  with  generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of consolidated financial statements for a period
necessarily  involves  the  use  of estimates which have been made using careful
judgment.


<PAGE>
                           RRUN VENTURES NETWORK INC.
                       (Formerly United Management, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

The  consolidated  financial  statements  have,  in  management's  opinion, been
properly  prepared  within  reasonable  limits  of  materiality  and  within the
framework  of  the  significant  accounting  policies  summarized  below:

a)     Consolidation

These consolidated financial statements include the accounts of the Company, its
100% owned subsidiaries, RRUN Labs Inc. and AXXUS Corporation, and its 67% owned
subsidiary,  RAHX,  Inc.

b)     Development  Stage  Company

The  Company  is  a  development  stage  company as defined in the Statements of
Financial Accounting Standards No. 7.  The Company is devoting substantially all
of  its  present  efforts  to  establish  a new business and none of its planned
principal  operations  have  commenced.  All  losses accumulated since inception
have  been  considered  as  part  of the Company's development stage activities.

c)     Investments

Investments  in  companies owned less than 20% are recorded at the lower of cost
or  fair  market  value.

d)     Software  Development  Costs

The costs to develop new software products and enhancements to existing software
products  will  be expensed as incurred until technological feasibility has been
established.  Once  technological  feasibility  has  been  established,  any
additional  costs  will  be  capitalized.

e)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for  Income Taxes" (SFAS 109). This standard requires the use of an
asset  and  liability  approach for financial accounting and reporting on income
taxes.  If it is more likely than not that some portion or all if a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.



<PAGE>
                           RRUN VENTURES NETWORK INC.
                       (Formerly United Management, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

f)     Amortization

Capital  assets  are  being  amortized  on  the  declining  balance basis at the
following  rates:

Computer  equipment                   30%
Computer  software                   100%
Office  furniture  and  equipment     20%

g)     Stock Based Compensation

The  Company  accounts  for  stock  based  employee compensation arrangements in
accordance  with the  provisions of Accounting Principles Board Opinion No. 25 -
"Accounting for Stock Issued to Employees"  (APB No. 25) and  complies  with the
disclosure  provisions of  Statement of Financial Accounting Standards No. 123 -
"Accounting for Stock Based Compensation"  (SFAS No. 123).  Under  APB No. 25,
compensation expense is recognized based on the difference, if any, on the date
of grant between the estimated fair value of the Company's stock and the amount
an employee must pay to acquire the stock.  Compensation  expense is recognized
immediately for past  services and ratably for future services over the option
vesting period.

h)     Financial  Instruments

The  Company's  financial  instruments consist of cash, GST recoverable, prepaid
expenses  and  accounts  payable.

Unless  otherwise  noted,  it  is  management's opinion that this Company is not
exposed  to  significant  interest  or credit risks arising from these financial
instruments.  The  fair  value  of these financial instruments approximate their
carrying  values,  unless  otherwise  noted.

i)     Net  Loss  Per  Share

Net  loss  per  share  is calculated using the weighted average number of common
shares  outstanding  during  the  period.  Fully  diluted  loss per share is not
presented  as  the  impact  of  the  exercise  of  options  is  anti-dilutive.


<PAGE>

                           RRUN VENTURES NETWORK INC.
                       (Formerly United Management, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)


3.     ACQUISITION  OF  SUBSIDIARY

a)     Effective  November  13,  2000,  RRUN  Ventures, Inc. acquired 67% of the
issued  and outstanding shares of RAHX, Inc. by issuing 2,814,000 common shares.
Since  the  transaction resulted in the former shareholders of RAHX, Inc. owning
the majority of the issued shares of RRUN Ventures, Inc., the transaction, which
is  referred  to  as  a  "reverse  take-over",  has  been treated for accounting
purposes  as  an  acquisition by RAHX, Inc. of the net assets and liabilities of
RRUN  Ventures,  Inc.  Under  this purchase method of accounting, the results of
operations  of  RRUN Ventures, Inc. are included in these consolidated financial
statements  from  November  13,  2000.

RRUN  Ventures  Inc.  had  a  net  asset  deficiency  at  the  acquisition date,
therefore,  the  2,814,000 common shares issued on acquisition were issued at an
ascribed  value  of  $Nil  with  the  net asset deficiency of $12,355 charged to
deficit.  RAHX,  Inc.  is  deemed  to  be the purchaser for accounting purposes.
Accordingly,  its  net  assets are included in the consolidated balance sheet at
their  previously  recorded  amounts.

The  acquisition  is  summarized  as  follows:

Current  Assets               $  11,357
Current  Liabilities             23,712
                              ----------
Net  Asset  Deficiency        $ (12,355)
                              ==========

b)     Effective  August  17,  2001, RRUN Ventures Network Inc. acquired 100% of
the  issued  and  outstanding  shares  of RRUN Ventures, Inc. by issuing 305,439
common  shares.  Since  the  transaction  resulted in the former shareholders of
RRUN  Ventures,  Inc.  owning the majority of the issued shares of RRUN Ventures
Network  Inc.,  the  transaction, which is referred to as a "reverse take-over",
has  been  treated  for  accounting purposes as an acquisition by RRUN Ventures,
Inc. of the net assets and liabilities of RRUN Ventures Network Inc.  Under this
purchase  method  of  accounting,  the  results  of  operations of RRUN Ventures
Network Inc. are included in these consolidated financial statements from August
17,  2001.

Control  of  the  net  assets  of  RRUN  Ventures  Network Inc. was acquired for
consideration  of  $28,631  representing  the  fair  value of the assets of RRUN
Ventures  Network  Inc.  RRUN  Ventures,  Inc. is deemed to be the purchaser for
accounting  purposes.  Accordingly,  its  net assets are included in the balance
sheet  at  their  previously  recorded  values.


<PAGE>

                           RRUN VENTURES NETWORK INC.
                       (Formerly United Management, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)



3.     ACQUISITION  OF  SUBSIDIARY (Continued)

     The  acquisition  is  summarized  as  follows:

     Current  Assets  (cash)                                     $   117,541
     Current  Liabilities                                            (88,910)
                                                                 ------------
                                                                 $    28,631
                                                                 ============


4.     CAPITAL  ASSETS

                                             2001                    2000
                                -------------------------------  ------------
                                         Accumulated   Net Book    Net Book
                                 Cost    Amortization    Value       Value
                                -------------------------------  ------------

Computer equipment              $40,621  $    6,106    $ 34,515  $         -
Computer software                   445         222         223            -
Office furniture and equipment    2,291         100       2,191            -
                                -------------------------------  ------------
                                $43,357  $    6,428    $ 36,929  $         -
                                ===============================  ============


5.     INVESTMENT


Kaph Data Engineering Inc. - 159 common shares
representing 15% of the Company's issued  and
outstanding  common  share  capital                              $     6,750
                                                                 ============


6.     STOCK  OPTIONS  AND  WARRANTS  OUTSTANDING

A  total  of 1,281,500 stock options have been granted at various prices between
$0.10  and  $0.75 per share and expire between September 5 and September 10,
2004. In accordance with the vesting provisions of these agreements,  735,800
stock options  are  exercisable  at  December  31,  2001.

In  addition,  common stock warrants for the purchase of up to 1,944,650 common
shares have been issued at December  31,  2001  with  exercise  prices  between
$0.10 and $3.00 per share. These warrants expire between September 4, 2004 and
September 18, 2006.


<PAGE>


                           RRUN VENTURES NETWORK INC.
                       (Formerly United Management, Inc.)
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000
                            (Stated in U.S. Dollars)


7.     RELATED  PARTY  TRANSACTIONS

Loans and advances payable are due to related parties, are interest free, and
are repayable within one year.  Certain of the loans and advances are
convertible to common shares as follows:


                             CONVERSION      CONVERSION
            AMOUNT              PRICE           AFTER
            -----------      ---------- -----------------
           $     20,000     $    0.02   February 28, 2002
           $     25,654     $    0.02   September 1, 2002
           $      1,386     $    0.02   September 14, 2002
           $      1,000     $    0.02   September 17, 2002
           $    205,095     $    0.10   May 31, 2002
           $      9,417     $    0.12   August 31, 2002

8.     COMMITMENT

The  Company  has  leased  real estate at $2,675 per month to December 31, 2002,
And at $9,000 per month to October 31, 2002.


9.     SUBSEQUENT EVENT

a)
Subsequent  to  December 31, 2001,  the  Company  executed  Management Services
Memorandums with five key  directors/officers  which are  effective  January 1,
2002.  In  addition to  total  signing bonuses of $258,000, which have no
specific payment date and are payable in cash or shares of the Company or its
subsidiary, RAHX, Inc., the memorandums provide for performance bonuses and
total annual compensation as follows:

         Year ended December 31, 2002      $  460,000
         Year ended December 31, 2003      $  460,000
         Year ended December 31, 2004      $  460,000
         Year ended December 31, 2005      $  380,000
         Year ended December 31, 2006      $  380,000

b)
Subsequent to December 31, 2001, a total of 2,200,000 stock options have been
granted at various prices between $0.10 and $0.20 per share and expire between
February 5 and February 25, 2005.

                                RRUN VENTURES NETWORK INC.
                            (Formerly United Management, Inc.)
                              (A Development Stage Company)

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                              DECEMBER 31, 2001 AND 2000
                                (Stated in U.S. Dollars)



9.   SUBSEQUENT EVENTS (Continued)

c)   Subsequent to December 31, 2001, the Company issued common stock warrants
for the purchase of up to 900,000 common shares at various prices between
$0.10 and $1.00.  These warrants expire between January 17 and March 22, 2005.

d)   Subsequent to December 31, 2001, the Company issued 500,000 common shares
to settle accounts payable of $50,000 at December 31, 2001.

e)   Subsequent to December 31, 2001, the Company issued 500,000 common shares
as part consideration under a business consulting agreement entered into in
February 2002.

f)    Subsequent to December 31, 2001, the Company amended the terms of certain
loans and advances referred to in Note 7 such that an additional $239,517 is
convertible to common shares at $0.02 per share after February 28, 2002.


<Page>

Item  13(b)  Exhibits
---------------------


     2.1     Agreement  and  Plan  of  Reorganization  (1)
     2.2     Amendment  to  Merger  Agreement  (1)
     3.1     Amended  Articles  of  Incorporation  (1)
     3.2     Amended  Bylaws  (2)
     3.3     Stock  Option  Plan  of  RRUN  Ventures  Network,  Inc.  (2)
    10.1     Sample of Form of Promissory  Note:  Ray  Hawkins
    10.2     Sample of Form of Promissory  Note:  Edwin  Kwong
    10.3     Lease  Agreement dated November 9, 1999 with RAH Media
    10.4     Assignment  of  Lease dated August 31, 2001 with RAH Media
    10.5     Management Services Memorandum: Ray Hawkins
    10.6     Management Services Memorandum: Edwin Kwong
    10.7     Management Services Memorandum: Saya Kyvrikosaios
    10.8     Management Services Memorandum: Pavel Bains
    10.9     Management Services Memorandum: Emanuel Koseos
    16.      Letter  from  Cordovano  &  Harvey  (3)
    21.      Subsidiaries  of  the  Registrant
    99.1     Risk  Factors
    99.2     Press  Release  dated  October  11,  2001  (2)
    99.3     Press  Release  dated  October  10,  2001  (2)
    99.4     Incentive  Stock  Option  Agreement  with  Ray  Hawkins  (2)
    99.5     Incentive  Stock  Option  Agreement  with  Edwin  Kwong  (2)
    99.6     Incentive  Stock  Option  Agreement  with  Saya  Kyvrikosaios (2)
    99.7     Incentive  Stock  Option  Agreement  with  Pavel  Bains  (2)
    99.8     Incentive  Stock  Option  Agreement  with  Emanuel  Koseos  (2)


(1) Incorporated into this Form 10-KSB by reference to the Registrant's previous
filing  of  this Exhibit in its Form 8-K filed with the Commission on August 20,
2001.

(2) Incorporated into this Form 10-KSB by reference to the Registrant's previous
filing  of  this Exhibit in its Form 10-KSB filed with the Commission on October
15,  2001.

(3)  Letter  dated  August  28,  2001  is  incorporated into this Form 10-KSB by
reference  to the Registrant's previous filing of this Exhibit in its Form 8-K/A
filed  with  the  Commission  on  September  17,  2001.

Item  13(c)  Reports  on  Form  8-K
-----------------------------------

On  November  21, 2001, the Company filed a report on Form 8-K.  It was reported
under  Item  5  of  the  report  that the Company had indefinitely suspended the
operations  of  its RRUN Labs research and development subsidiary and terminated
all  employees  of that subsidiary.  No financial statements were filed with the
report.


                                       29

<PAGE>

There  were  no  other  reports on Form 8-K filed during the last quarter of the
fiscal  year  ended  December  31,  2001.


                                       30

<PAGE>

                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

RRUN  Ventures  Network,  Inc.


By: /s/ Ray Hawkins
----------------------------------------
Ray Hawkins, President
Date:  April 16, 2002

In  accordance  with  the  Securities  Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and  on  the  dates  indicated.


By: /s/ Ray Hawkins
-----------------------------------------
Ray Hawkins, Director
Date:  April 16, 2002


By: /s/ Edwin Kwong
-----------------------------------------
Edwin Kwong, Director
Date:  April 16, 2002