U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                  FORM 10 - QSB

        (MARK ONE)

  X   Quarterly Report pursuant to Section 13 or 15(d) of the
----
         Securities Exchange Act of 1934

         For the Quarterly Period Ended February 28, 2001 or
                                     -----------------
      Transition Report pursuant to Section 13 or 15(d) of the
----
         Securities Exchange Act of 1934

         For the Transition Period From                   to
                                              --------------    ---------------
                         COMMISSION FILE NUMBER 0-18091

                               RSI HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)

        NORTH CAROLINA                                56-1200363
----------------------------------           -------------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                      28 East Court Street, P. O. Box 6847
                        Greenville, South Carolina 29606
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (864) 271-7171
 ------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
 ------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) 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.
Yes  X    No
   -----     -----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock, $.01 Par Value - 16,798,154 shares outstanding as of April 05,
2001

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


<PAGE>
<TABLE>
<CAPTION>


                                      INDEX


                               RSI HOLDINGS, INC.
                          (A Development Stage Company)



PART I.  FINANCIAL INFORMATION                                                                     PAGE
<S>                                                                                                <C>

Item 1.  Financial Statements (Unaudited)

     Condensed Consolidated balance sheet - February 28, 2001                                          1

     Condensed consolidated statement of operations - Two Months
     ended February 28, 2001 and Two and Five Months ended
     January 31, 2000                                                                                  2

     Condensed consolidated statement of cash flows - Two Months
     ended February 28, 2001 and Five Months ended January 31, 2000                                    3

     Condensed consolidated statement of changes in net assets in
     liquidation - One and Four Months ended December 31, 2000
     and One Month ended February 28, 2000                                                             4

     Notes to condensed consolidated financial statements --
     February 28, 2001                                                                                 5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                           6

PART II. OTHER INFORMATION                                                                             8

Item 1.  Legal Proceedings                                                                             8

Item 2.  Changes in Securities                                                                         8

Item 3.  Defaults upon senior securities                                                               8

Item 4.  Submission of Matters to a Vote of Security Holders                                           8

Item 5.  Other Information                                                                             8

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

SIGNATURES                                                                                             9




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<PAGE>
                               RSI Holdings, Inc.
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)
                                February 28, 2001




Assets

Current Assets:
     Cash                                                      $   152,000
     Accounts receivable                                             7,000
                                                               -----------
Total current assets                                               159,000

Property and equipment:
     Cost                                                           26,000
     Less accumulated depreciation                                  17,000
                                                               -----------
                                                                     9,000
                                                               -----------
                                                               $   168,000
                                                               ===========

Liabilities and shareholders' equity
Current liabilities:
     Accounts payable                                          $     3,000
     Accrued expenses                                               41,000
                                                               -----------
                                                                    44,000

Long-term debt - convertible note                                  500,000

Shareholders' equity:
     Common Stock, $.01 par value-authorized
         25,000,000 shares, issued and outstanding
         16,798,154 shares at February 28, 2001                    168,000
     Excess of paid-in capital over par value                    4,356,000
     Deficit related to liquidated operations                   (4,869,000)
     Deficit accumulated during development stage
         (beginning January 1, 2001)                               (31,000)
                                                               -----------
                                                                  (376,000)
                                                               -----------
                                                               $   168,000
                                                               ===========












See accompanying notes.

                                       1
<PAGE>

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<CAPTION>

                               RSI Holdings, Inc.
                          (A Development Stage Company)
           Condensed Consolidated Statement of Operations (Unaudited)
                       Two Months ended February 28, 2001
                   Two and Five Months ended January 31, 2000







                                                                    Two                 Two               Five
                                                                   Months              Months            Months
                                                                    2001                2000              2000
                                                                  ---------           ---------        ---------
<S>                                                                <C>                <C>              <C>
Revenues:
     Origination fees                                              $      -           $ 246,000        $ 648,000
     Gain on sale of loans                                                -              25,000          105,000
                                                                  ---------           ---------        ---------
         Total revenues                                                   -             271,000          753,000


Expenses:
     Selling, general and
         administrative                                              25,000             428,000        1,187,000
                                                                  ---------            ---------       ---------
         Loss from operations                                       (25,000)           (157,000)        (434,000)

Other income (expense):
     Interest income                                                      -              39,000           91,000
     Interest expense                                                (6,000)            (18,000)         (51,000)
                                                                  ---------           ---------        ---------
     Total other income (expense)                                    (6,000)             21,000           40,000
                                                                  ---------           ---------        ---------
Net loss                                                           $(31,000)          $(136,000)       $(394,000)
                                                                  =========           =========        =========

Net loss per share - basic
     and diluted                                                   $   (.00)          $    (.02)       $    (.05)
                                                                   ========           =========        =========
Weighted average number
     of shares outstanding                                       16,625,740           7,907,488        7,905,914
                                                                 ==========           =========        =========



</TABLE>




Effective January 1, 2001, the Company changed its accounting presentation to
those standards that apply to development state enterprises from the liquidation
basis of accounting. Fiscal year 2001 amounts above include operations from
January 1, 2001 through February 28, 2001.

The Company changed its accounting presentation to the liquidation basis of
accounting from the going concern basis of accounting effective January 31,
2000. Fiscal Year 2000 amounts above include operations through January 31,
2000, the date of change to liquidation basis of accounting from going concern
basis.


See accompanying notes.

                                       2
<PAGE>

<TABLE>
<CAPTION>

                               RSI Holdings, Inc.
                          (A Development Stage Company)
           Condensed Consolidated Statement of Cash Flows (Unaudited)
    Two Months ended February 28, 2001 and Five Months ended January 31, 2000






                                                                                         2001             2000
                                                                                     ----------      -----------
<S>                                                                                  <C>             <C>
Cash provided by (used in) operating activities                                      $  (59,000)     $ 1,045,000

Investing activities
     Reduction of certificate of deposit                                                      -          250,000
     Purchase of equipment                                                                    -          (40,000)
     Proceeds from sale of equipment                                                      1,000                -
                                                                                     ----------      -----------
Net cash provided by investing activities                                                 1,000          210,000
                                                                                     ----------      -----------

Financing activities
     Advances under bank lines of credit                                                      -        6,308,000
     Payments on bank line of credit                                                          -       (7,319,000)
     Payment of deferred compensation                                                         -          (25,000)
     Other                                                                                    -            1,000
                                                                                     ----------      -----------
Net cash (used in) provided by financing activities                                           -       (1,035,000)
                                                                                     ----------      -----------
Increase (decrease) in cash and cash equivalents                                        (58,000)         220,000

Cash and cash equivalents at beginning of period                                        210,000           23,000
                                                                                     ----------      -----------
Cash and cash equivalents at end of period                                           $  152,000      $   243,000
                                                                                     ==========      ===========






</TABLE>

















See accompanying notes.


                                       3
<PAGE>

<TABLE>
<CAPTION>

                               RSI Holdings, Inc.
                          (A Development Stage Company)
    Condensed Consolidated Statement of Changes in Net Assets in Liquidation
                                  (Unaudited)
              One Month and Four Months ended December 31, 2000 and
                       One Month ended February 28, 2000







                                                                             One Month      Four Months        One Month
                                                                                2001             2001              2000
                                                                             ---------         ---------        ---------
<S>                                                                          <C>               <C>            <C>
Deficiency in net assets in liquidation at
     beginning of period                                                     $(595,000)        $(595,000)     $  (448,000)

Activity that provided net assets:
     Conversion of debt to common stock                                        250,000           250,000                0

Accruals and costs during period of liquidation:
     Adjustment of property and equipment to
         estimated net realizable value                                              0                 0          172,000
              Compensation and related expenses                                      0                 0          146,000
              Interest expense                                                       0                 0           68,000
              Professional fees                                                      0                 0           42,000
              Rent                                                                   0                 0          214,000
              Other                                                                  0                 0           80,000
                                                                             ---------          --------         --------
         Total accruals and costs during
              period of liquidation                                                  0                 0         (722,000)
                                                                             ---------          --------         --------
Deficiency in net assets in liquidation at
     end of period                                                           $(345,000)       $ (345,000      $(1,170,000)
                                                                             =========        ==========       ==========











</TABLE>










See accompanying notes.


                                       4
<PAGE>


RSI Holdings, Inc.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note A - Basis of Presentation

Liquidated operations.

As of  January  31,  2000,  RSI  Holdings,  Inc.  (the  "Company")  adopted  the
liquidation basis of accounting.

As a result of the decision to cease all of HomeAdd's business operation, the
Company changed its basis of accounting for its financial statements as of
January 31, 2000 from the going concern basis of accounting to the liquidation
basis of accounting in accordance with generally accepted accounting principles.
The Company's wholly-owned subsidiary, HomeAdd Financial Corporation ("HomeAdd")
had experienced significant recurring losses and had working capital
deficiencies. Because of the increased difficulties of HomeAdd in selling its
loans, the Company decided to cease all of HomeAdd's business operations
effective January 31, 2000. Consequently, assets were valued at estimated net
realizable value and liabilities were presented at their estimated settlement
amounts, including costs associated with carrying out the liquidation. The
Company accrued the costs that it estimated would be incurred during the
liquidation period of February 1, 2000 through December 31, 2000.

Development stage.

At January 1, 2001 all of HomeAdd's assets had been sold and substantially all
of HomeAdd's known liabilities had been settled. The Company was looking for
other business opportunities. As a result of the completion of the liquidation
of HomeAdd, the Company's only business, and the search for other business
opportunities, the Company began reporting under those accounting principles
that apply to development stage enterprises. Generally accepted accounting
principles that apply to established operating enterprises govern the
recognition of revenue by a development stage enterprise and determine whether a
cost incurred by a development stage enterprise is to be charged to expense when
incurred or is to be capitalized or deferred.

The Company presently has no material net assets. Although the Company is
looking for other business opportunities, it cannot determine at this time what,
if any, future business activities it may engage in.

The accompanying unaudited condensed consolidated financial statements at
February 28, 2001 have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments including normal recurring accruals considered
necessary for a fair presentation have been included. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-KSB for the year ended August 31, 2000.

Note B - Convertible Note Payable

On December 20, 2000, the Company issued a convertible note payable in the
amount of $500,000 bearing interest at 8.0% per year and due on December 20,
2005 to the mother of the President and Chief Executive Officer of the Company.
This note is convertible into the Company's common stock at the rate of $.075
per share.

                                       5
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

General

         Special Cautionary Notice Regarding Forward-Looking Statements.

         This Report on Form 10-QSB contains forward-looking statements within
the meaning of Section 27A of the Securities Act and 21E of the Exchange Act.
Forward-looking statements are indicated by such terms as "expects", "plans",
"anticipates", and words to similar effect. Such forward-looking statements are
subject to known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements of the Company to be
materially different from future results, performance or achievements expressed
or implied by such forward-looking statements. Important factors ("Cautionary
Statements") that could cause the actual results, performance or achievements of
the Company to differ materially from the Company's expectations are disclosed
in this Report on Form 10-QSB. All written or oral forward-looking statements
attributable to the Company are expressly qualified in their entirety by the
Cautionary Statements.

Results of Operations

         As described in Note A to its unaudited Condensed Consolidated
Financial Statements included above, the Company changed its basis of accounting
for its financial statements at January 31, 2000 from the going concern basis of
accounting to the liquidation basis of accounting in accordance with generally
accepted accounting principles. As of December 31, 2000 the Company had
completed the liquidation of HomeAdd Financial Corporation, its only business.

         On January 1, 2001, the Company changed its basis of accounting for its
financial statements from the liquidation basis of accounting to the going
concern basis of accounting in accordance with generally accepted accounting
principles. The Company's financial statements as of and for the two months
ended February 28, 2001 have been prepared in accordance with disclosure
requirements applicable to a development stage entity because no business
opportunities have been identified and no operations have commenced.

         The Company presently has no material net assets. Although the Company
is looking for other business opportunities, it cannot determine at this time
what, if any, future business activities it may engage in.

Liquidity and Capital Resources

         Anticipated Liquidity Requirements

         On December 20, 2000, the widow of the former Chairman of the Board and
the mother of the President and Chief Executive Officer of the Company loaned
the Company $500,000 under the terms of a convertible note payable. Proceeds
from this loan was used to pay the outstanding balance of the line of credit
with a bank and the amount remaining after payment of the line of credit was
available for use as working capital capital during the period in which the
Company seeks to identify an appropriate business opportunity.

         At February 28, 2001, the Company's liabilities exceeded the net
realizable value of its assets by $376,000. The Company can give no assurance
that its available cash will be sufficient to pay its expenses while it seeks to
identify an appropriate business opportunity. It also can give no assurance that
sufficient working capital will be available to finance a future business
activity.

                                       6
<PAGE>

         Cash and Cash Equivalents

         The Company had cash and cash equivalents in the amount of $152,000 as
of February 28, 2001.

         Debt Arrangements

         On December 20, 2000, the Company issued a note in the amount of
$500,000 bearing interest at 8.0% and is payable to the mother of the President
and Chief Executive Officer of the Company on December 20, 2005. This note is
convertible into Common Stock of the Company at $.075 per share.







                                       7
<PAGE>


PART II.  Other information

ITEM 1.  LEGAL PROCEEDINGS*

ITEM 2.   CHANGES IN SECURITIES*

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES*

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

The following summarizes the votes at the Annual Meeting of the Company's
shareholders held on January 18, 2001.

                                                                       Broker
      Matter           For      Against     Withheld    Abstentions   Nonvotes
      ------           ---      -------     ---------   -----------   --------
Election of
Directors
Buck A. Mickel       12,925,090     N/A      6,992         N/A             0
C. C. Guy            12,925,090     N/A      6,992         N/A             0
Charles M. Bolt      12,925,090     N/A      6,992         N/A             0

Ratification of
Appointment of
Elliott, Davis &
Company L.L.P.
for fiscal 2001      12,927,095    1,101     N/A          3,886            0

ITEM 5.  OTHER INFORMATION*


*Items 1, 2, 3, and 5 are not presented as they are not applicable or the
information required thereunder is substantially the same as information
previously reported.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Listing of Exhibits

          10.1 Convertible  note dated  December  20, 2000 issued by the Company
               payable to Minor H. Mickel: Incorporated by reference to the Form
               10-QSB of the  Registrant  filed with the Securities and Exchange
               Commission for the fiscal  quarter ended November 30, 2000,  File
               No. 0-18091).

         (b)   Reports on Form 8-K

                   There were no reports on Form 8-K filed during the fiscal
quarter ended February 28, 2001.






                                       8
<PAGE>


                                   SIGNATURES


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



                                           RSI HOLDINGS, INC.
                                       --------------------------



 April 6, 2001                                      /s/ Joe F. Ogburn
-----------------                             ------------------------------
     (Date)                                           Joe F. Ogburn,
                                           Treasurer and Chief Financial Officer
                                               (Principal Accounting Officer)







                                       9
<PAGE>





                                INDEX OF EXHIBITS


10.1 Convertible  note dated December 20, 2000 issued by the Company  payable to
     Minor H.  Mickel:  Incorporated  by  reference  to the Form  10-QSB  of the
     Registrant filed with the Securities and Exchange Commission for the fiscal
     quarter ended November 30, 2000, File No. 0-18091).
















                                       10