UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


(Mark One)
 [ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE
         ACT OF 1934

         For the quarterly period ended March 31, 2001

 [    ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from _________________ to _________________


                         Commission file number: 0-30463



                               R-Tec Holding, Inc.
                 [Exact name of business issuer in its charter]

Idaho                                                82-0515707
(State or other jurisdiction of                      (I.R.S. Employer
incorporation of organization)                       Identification No.)


1471 E. Commercial Ave., Meridian, Idaho             83642
(Address of principal executive offices)             (Zip Code)

Issuers Telephone Number:  (208) 887-0953            Fax : (208) 888-1757

The number of shares of common stock outstanding as of March 31, 2001, is
17,688,072.

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


<PAGE>


                         PART I - FINANCIAL INFORMATION

Forward Looking Statements and Risk Factors

     This form 10-Q contains certain forward-looking  statements which are based
on management's  current  expectations.  The Company has identified risk factors
which  could  cause  actual  results to differ  substantially  from the  forward
looking statements.  These risk factors include, but are not limited to: general
economic conditions,  current industry specific trends, variability in time line
of new product developments,  new product acceptance,  economic viability of our
customers and vendors,  changes in  legislation,  the ability to obtain adequate
capital funding for product  development and expansion,  and the availability of
qualified employees.


Item 1.  Financial Statements:

         The following financial statements are filed as part of this report:

         The Consolidated Financial Statements of the Company for the three
months ended March 31, 2001 and 2000.

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

Financial Results of Operations:

     Revenues for the first quarter of 2001 of $699,171 are comprised  mostly of
stronger than expected sales within the engineered automation sector but reflect
a slower than expected growth within the IC (Integrated  Circuit) testing sector
due, at least in part,  to longer  than  expected  delays in market  testing and
introduction of the new GCI(TM)  product.  Net loss of ($52,153)  reflects a net
loss available to shareholders of ($ 0.00) per common share.

     Sales for the three months ended March 31, 2001 were $699,171,  compared to
$359,337  for the period  ending  March 31,  2000,  resulting  in an increase of
$339,834 or 95%.  Operating  expenses are  comprised  mostly of direct costs for
materials and labor for design and  production.  Operating  expenses were 64% of
sales  for the  period  ending  March 31,  2001 and 79% of sales for the  period
ending March 31, 2000.

     Selling, general and administrative expenses were $285,153, or 41% of sales
for the three months ending March 31, 2000, compared to $177,703 or 49% of sales
for the same period ended March 31, 2000.  The increase in selling,  general and
administrative  expenses was due  primarily  to the addition of three  marketing
personnel  to promote  sales and the  addition of other  technical  personnel as
needed.

     Net loss for the three months ended March 31, 2001 was ($52,153),  compared
to a net loss of ($104,895) for the same period ended March 31, 2000. Management
believes the decrease is due to a stronger  than  expected  increase in sales in
the  engineered   automation  and  engineering   software  development  sectors.
Management  expects the  increase in sales to continue in both of these  sectors
due to increased exposure to and contacts with potential

<PAGE>

customers from the Company's  marketing  personnel.  Management  does not expect
substantial  growth  in sales to occur  in the IC  Interconnect  Testing  sector
within the next  quarter,  ending June 30,  2001,  due to longer  than  expected
delays in the introduction of its proprietary  GCI(TM)  products.  Management is
also aware of the  measurable  economic  downturn in the  technology  sectors in
general which may impact future sales of  engineered  automation  and IC testing
devices.

Changes in Financial Condition:

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements and notes thereto appearing elsewhere herein for March
31, 2001 and March 31, 2000.

     Current  assets  were  $1,285,711  for the period  ending  March 31,  2001,
compared to $815,664,  for the period  ending  December 31, 2000, an increase of
$477,047,  or 58%,  respectively.  The resulting current ratio was 2.59 at March
31, 2001, compared to 1.27 at December 31, 2000.

     The increase in current  assets at March 31, 2001,  over December 31, 2000,
was due  primarily  to an increase in cash  accounts  of  $442,228,  and from an
increase in  receivables  of $146,762,  for the same  respective  periods.  Cash
accounts were increased due to receipts from  outstanding  receivables  and from
capital  infusions  from common stock sales as  discussed  below in "Funding and
Capital Resources."

Liquidity:

     Management  believes that adequate  funding exists for current  operations,
but will seek additional funding for future product development and expansions.

Funding and Capital Resources:

     Capital resources have been increased by the sale of common stock through a
Private Placement Memorandum.  Sales of common stock for the period ending March
31, 2001, yielded capital funding of $701,000.

Plan of Operation:

     The Company  continues to work on the  development and expansion of its two
core businesses,  i.e., R-Tec  Corporation and R-Tec  Interconnect,  both wholly
owned  subsidiaries.   R-Tec  Corporation  continues  to  focus  on  the  custom
engineered,  automation and services markets and R-Tec Interconnect continues to
focus on the IC interconnect testing markets.

     Within the first quarter of 2001,  R-Tec  Interconnect  has  introduced its
proprietary  interconnect  device,  GCI(TM).  The  GCI(TM) is  complimentary  to
existing  testing  devices  within the product line,  namely  custom  engineered
sockets.  Management  anticipates  some  required  engineering  re-design of its
GCI(TM) to allow it to be more  adaptive to testing  environments  as  continued
market penetration occurs. Within this re-design parameter, management will also

<PAGE>

examine new additional market applications for the GCI(TM) technology to broaden
its product lines within the IC Testing industry.

     The  Company  is  planning  to seek  additional  funding  for  the  further
development of the IntorCorp motor. Management is currently reviewing the patent
positions of the IntorCorp motor patents. With a successful review of the patent
positions, management expects to develop a new business plan aimed at moving the
IntorCorp motor project towards viability and market acceptance.

     The R-Tec  Corporation Test Solutions  Division is now actively seeking and
attracting  contracts for application  software  development at its Utah office.
For the period  ending  March 31, 2001,  several,  initial  contracts  have been
awarded to the division which will help offset  divisional  expenses.  The R-Tec
Corporation  Test  Solutions  Division  will  continue  to  support  application
software development for R-Tec Corporation at its Meridian,  Idaho, offices, but
will also be pursuing separate contracts to increase revenues.

     In  anticipation  of  increased  production  needs,  the  Company  has also
invested in a new,  interactive  financial and  production  software  program to
augment  systems  needs.  It is anticipated  that the new software  program will
become  operational  and will replace the existing  software system by the third
quarter of 2001. Implementation plans and schedules have been formalized for the
new system to minimize financial and production disruptions.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings:   None

Item 2.  Changes in Securities:

     During  the  first  quarter  of  2001,  the  Company  received   additional
subscriptions for its common stock through its Private Placement Memorandum,  as
follows:

Date              Shares         Cash Consideration          Shareholder
----              ------         ------------------          -----------

01/17/01          100,000        $100,000                    Relawk Capital, LLP
01/22/01           10,000        $ 10,000                    Harold Bowers
01/26/01           31,000        $ 31,000                    Williard G. Nelson
01/29/01          100,000        $100,000                    Barry Barnett
03/02/01           25,000        $ 25,000                    Michael Calhoun
03/05/01          400,000        $400,000                    LOMAP LP
03/14/01           25,000        $ 25,000                    Roy Phillips
03/28/01           10,000        $ 10,000                    Keith Cline


The described stock transactions were exempt from registration under the
provisions of Section 4(2) of the Securities Act of 1933, as amended.

<PAGE>

Item 3:  Defaults Upon Senior Securities:   None

Item 4:  Submission of Matters to a Vote of Security Holders:   None

Item 5:  Other Information.

Item 6:  Exhibits and Reports on form 8-K.

     (a) No exhibits

     (b) No Form 8K filings



                                   SIGNATURES

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

       R-Tec Holding, Inc.
       (Registrant)

Date:  May 10, 2001             By  / s / Douglas G. Hastings
                                          ______________________________________
                                          Douglas G. Hastings, President and CEO



                                By  / s / Michael T. Montgomery
                                          ______________________________________
                                          Michael T. Montgomery, CFO



<PAGE>
<TABLE>
<CAPTION>

                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
             As of March 31, 2001 (Unaudited) and December 31, 2000

                                                                                March 31, 2001    December 31, 2000
                                                                                --------------    -----------------
Current assets
<S>                                                                             <C>                      <C>
     Cash                                                                         $   518,862            $  76,634
     Accounts receivable (net of $-- allowance
         for doubtful accounts)                                                       658,286              511,524
     Costs and estimated earnings in excess
         of billings on uncompleted contracts                                          74,079              202,530
     Income taxes receivable                                                           15,295               15,295
     Inventory                                                                         15,503                 --
     Prepaid expenses                                                                   1,630                3,094
     Notes receivable, current portion                                                  2,056                6,587
                                                                                  -----------            ---------
                                 Total current assets                               1,285,711              815,664

Equipment and leasehold improvements, at cost,
     net of accumulated depreciation                                                  102,481              106,834
Other assets                                                                           46,237               17,397
Notes receivable, less current portion                                                 18,647               14,663
                                                                                  -----------            ---------
                                 Total assets                                     $ 1,453,076            $ 954,558
                                                                                  ===========            =========

Current liabilities
     Accounts payable                                                             $   181,241            $ 334,142
     Accrued expenses                                                                 146,594              102,161
     Accrued preferred dividends payable                                               50,966               36,517
     Billings in excess of costs and estimated
         earnings on uncompleted contracts                                             40,836               94,663
     Leases payable, current portion                                                   12,639               12,020
     Notes payable to related parties, current portion                                 65,000               65,000
                                                                                  -----------            ---------
                                 Total current liabilities                            497,276              644,503

Lease payable, less current portion                                                    24,934               28,036
Notes payable to related parties, less current portion                                100,000              100,000
                                                                                  -----------            ---------
                                 Total liabilities                                    622,210              772,539

Shareholders' equity
     Series A cumulative convertible preferred stock, par value $0.234 per
         share, 5,000,000 authorized, 2,781,564
         shares issued and outstanding                                                651,100              651,100
     Common stock, no par value per share,
         30,000,000 authorized, 18,074,128 and 17,373,128
         shares issued and outstanding  at March 31, 2001
         and December 31, 2000, respectively                                          981,731              280,731
     Additional paid-in capital                                                       107,439              107,439
     Accumulated deficit                                                             (909,404)            (857,251)
                                                                                  -----------            ---------
                                 Total shareholders' equity                           830,866              182,019
                                                                                  -----------            ---------

                                 Total liabilities and shareholders' equity       $ 1,453,076            $ 954,558
                                                                                  ===========            =========
</TABLE>


                             See accompanying notes
                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       For the Periods Ended March 31, 2001 and March 31, 2000 (Unaudited)

                                                                                                      Three Months Ended March 31,
                                                                                                        2001                2000
                                                                                                    ------------        -----------

<S>                                                                                                 <C>                 <C>
Revenues                                                                                            $    699,171        $   359,337

Operating costs                                                                                          447,665            285,436
                                                                                                    ------------        -----------

                      Gross profit                                                                       251,506             73,901

Selling, general and administrative expenses                                                             285,153            177,703
                                                                                                    ------------        -----------

                      Operating loss                                                                     (33,647)          (103,802)

Interest expense                                                                                          (4,842)            (1,623)
Interest income                                                                                            1,435               --
Other                                                                                                       --                  530
                                                                                                    ------------        -----------
                                                                                                          (3,407)            (1,093)
                                                                                                    ------------        -----------

Loss before income taxes                                                                                 (37,054)          (104,895)
Income taxes expense                                                                                         650               --
                                                                                                    ------------        -----------

                      Net loss                                                                           (37,704)          (104,895)

Preferred stock dividends                                                                                 14,449               --
                                                                                                    ------------        -----------

                      Net loss available to common shareholders                                     $    (52,153)       $  (104,895)
                                                                                                    ============        ===========

Net loss per common share                                                                           $      (0.00)       $     (0.01)
Weighted average shares outstanding                                                                   17,688,072          8,533,594
</TABLE>


                             See accompanying notes
                                      -2-
<PAGE>

<TABLE>
<CAPTION>
                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the Periods Ended March 31, 2001 and March 31, 2000 (Unaudited)

                                                                                                      Three Months Ended March 31,
                                                                                                       2001                 2000
                                                                                                     ---------            ---------
<S>                                                                                                  <C>                  <C>
Cash flows from operating activities
     Net income (loss)                                                                               $ (37,704)           $(104,895)
     Adjustments to reconcile net loss to net
         cash provided used by operating activities
         Depreciation and amortization                                                                  11,023                5,690
         Sale refund through issuance of note payable                                                   58,706
         Changes in assets and liabilities
             Accounts receivable                                                                      (146,762)            (194,151)
             Costs and estimated earnings in excess
               of billings on uncompleted contracts                                                    128,451               49,579
             Inventory                                                                                 (15,503)                --
             Prepaid expenses                                                                            1,464               (1,977)
             Accounts payable                                                                         (152,901)             (22,207)
             Accrued expenses                                                                           44,433               12,104
             Billings in excess of costs and estimated
               earnings on uncompleted contracts                                                       (53,827)              91,402
             Income taxes payable                                                                         --                (10,000)
                                                                                                     ---------            ---------
                      Net cash used by operating activities                                           (221,326)            (115,749)

Cash flows from investing activities
     Purchase of equipment and other assets                                                            (35,510)             (48,629)
                                                                                                     ---------            ---------
                      Net cash used by investing activities                                            (35,510)             (48,629)
                                                                                                     ---------            ---------

Cash flows from financing activities
     Collections on loans                                                                                  547                  397
     Proceeds from preferred stock                                                                        --                249,550
     Proceeds from common stock                                                                        701,000                 --
     Net borrowings on line of credit                                                                     --                 36,000
     Payments on debt                                                                                   (2,483)                --
                                                                                                     ---------            ---------
                      Net cash provided by financing activities                                        699,064              285,947
                                                                                                     ---------            ---------

                      Net increase in cash                                                             442,228              121,569
Beginning cash                                                                                          76,634                3,609
                                                                                                     ---------            ---------

                      Ending cash                                                                    $ 518,862            $ 125,178
                                                                                                     =========            =========


Supplemental disclosures of cash flow information
     Interest paid                                                                                   $   2,506            $   1,623
     Noncash investing and financing activities
         Sale refund through issuance of note payable                                                $    --              $  58,706
         Preferred stock dividends payable                                                           $  14,449            $    --
</TABLE>

                             See accompanying notes
                                      -3-
<PAGE>

                      R-TEC HOLDING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2001 and 2000



NOTE A - UNAUDITED INTERIM FINANCIAL STATEMENTS

In the opinion of management,  the accompanying  unaudited financial  statements
contain all  adjustments  (consisting  solely of normal  recurring  adjustments)
necessary to present fairly the financial position of R-Tec Holdings,  Inc. (the
Company) and the results of operations and cash flows. Certain reclassifications
of prior quarter amounts were made to conform with current quarter presentation,
none of which affect previously recorded net loss.

NOTE B - EQUIPMENT

Equipment consists of:


     Equipment                                            $  87,623
     Vehicles                                                31,171
     Office equipment and furnishings                        14,910
     Leasehold improvements                                  45,720
                                                          ---------
                                                            179,424
     Accumulated depreciation and amortization              (76,943)
                                                          ---------

                                                          $ 102,481
                                                          =========




                                      -4-