United States
                       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 May 31, 2003 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 - 7,846,455 shares outstanding as of July 7, 2003

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



<PAGE>


                                      INDEX


                               RSI HOLDINGS, INC.



PART I.  FINANCIAL INFORMATION                                             PAGE

Item 1.  Financial Statements (Unaudited)

     Condensed consolidated balance sheet - May 31, 2003                    1

     Condensed consolidated statements of operations - Three and
     Nine months ended May 31, 2003 and 2002                                2

     Condensed consolidated statements of cash flows - Nine
     months ended May 31, 2003 and 2002                                     3

     Notes to condensed consolidated financial statements -
     May 31, 2003                                                           4

Item 2.  Management's discussion and analysis of financial
         condition and results of operations                                7


PART II. OTHER INFORMATION                                                  9

Item 1.  Legal Proceedings                                                  9

Item 2.  Changes in Securities                                              9

Item 3.  Defaults upon senior securities                                    9

Item 4.  Submission of Matters to a Vote of Security Holders                9

Item 5.  Other Information                                                  9

Item 6.  Exhibits and Reports on Form 8-K                                   9

SIGNATURES                                                                 10


CERTIFICATIONS                                                             11-12


<PAGE>
                               RSI HOLDINGS, INC.
                CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
                                  MAY 31, 2003

  Assets
Current Assets
      Cash                                                   $  199,226
      Accounts receivable                                       106,084
      Prepaid expenses and other                                 21,183
                                                             ----------

           Total current assets                                 326,493

Property and equipment
      Cost                                                      130,801
      Less accumulated depreciation                              41,769
                                                             ----------

      Property and equipment - net                               89,032

Other assets:
      Customer related intangible assets, net of
           amortization of $160,952                           1,772,091
                                                             ----------

                                                             $2,187,616
                                                             ==========
  Liabilities and Shareholders' Deficit

Current liabilities
      Accounts payable                                       $   71,309
      Accrued expenses                                          149,264
      Curent maturities of long-term debt                       156,821
                                                             ----------

           Total current liabilities                            377,394

Long-term debt                                                2,003,004

Commitments and contingencies

Shareholders' deficit:
      Common Stock, $.01 par value-authorized
           25,000,000 shares, issued and outstanding
           7,846,455 shares                                      78,464
      Additional paid-in capital                              4,951,741
      Deficit                                                (5,222,987)
                                                            -----------

           Total shareholders' deficit                         (192,782)
                                                            -----------

                                                            $ 2,187,616
                                                            ===========


The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       1
<PAGE>
<TABLE>
<CAPTION>
                                              RSI HOLDINGS, INC.
                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                         FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2003 AND 2002



                                                             For the           For the            For the           For the
                                                          Three months       Nine months        Three months      Nine months
                                                              Ended             Ended              Ended             Ended
                                                             May 31             May 31             May 31            May 31
                                                              2003               2003               2002              2002
                                                          -------------      ------------       ------------      -----------

<S>                                                         <C>               <C>                <C>              <C>
Revenues from services                                      $1,277,132        $ 3,965,220        $ 1,021,027      $ 1,021,027
Cost of services                                             1,039,860          3,210,512            820,519          820,519
                                                            ----------        -----------        -----------      -----------

Gross profit                                                   237,272            754,708            200,508          200,508

Expenses:
      Selling, general and administrative                      203,020            657,448            244,814          369,725
                                                            ----------        -----------        -----------      -----------

           Income (loss) from operations                        34,252             97,260            (44,306)        (169,217)

Other income (expenses):
      Interest income and other                                     88                735                775            3,248
      Interest expense                                         (37,477)          (112,856)           (39,100)         (66,904)
                                                            ----------        -----------        -----------      -----------

           Total other income (expense)                        (37,389)          (112,121)           (38,325)         (63,656)
                                                            ----------        -----------        -----------      -----------

Loss before income taxes                                     $  (3,137)       $   (14,861)       $   (82,631)     $  (232,873)
Income tax expense                                                   -                  -                  -                -
                                                            ----------        -----------        -----------      -----------

Net loss                                                     $  (3,137)       $   (14,861)       $   (82,631)     $  (232,873)
                                                            ==========        ===========        ===========      ===========

Basic and diluted loss per share                             $   (0.00)       $     (0.00)       $     (0.01)     $     (0.03)
                                                            ==========        ===========        ===========      ===========

Shares used in computing basic and
      diluted loss per share                                 7,846,455          7,833,268          7,821,606        6,657,585
                                                            ==========        ===========        ===========      ===========






</TABLE>




The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>
                                          RSI HOLDINGS, INC.
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                              FOR THE NINE MONTHS ENDED MAY 31, 2003 AND 2002



                                                                                                    For the           For the
                                                                                                  Nine months       Nine months
                                                                                                     Ended             Ended
                                                                                                     May 31            May 31
                                                                                                      2003              2002
                                                                                                  -----------       -----------

OPERATING ACTIVITIES
<S>                                                                                                <C>              <C>
      Net loss                                                                                     $ (14,861)       $(232,873)
      Adjustments to reconcile net loss to net
           cash provided (used by) operating activities:
           Depreciation                                                                               16,947            2,629
           Amortization                                                                               96,660           67,500
           Loss on disposal of asset                                                                       -            1,505
           Changes in current assets and liabilities                                                  48,101          (18,882)
                                                                                                   ---------        ---------

                Net cash provided by (used by) operating activities                                  146,847         (180,121)

INVESTING ACTIVITIES
      Purchase of property and equipment                                                             (34,604)         (32,451)
      Net cash paid for acquired business                                                             (4,273)      (1,168,192)
      Other                                                                                                            (1,208)
                                                                                                   ---------        ---------

           Net cash used by investing activities                                                     (38,877)      (1,201,851)

FINANCING ACTIVITIES
      Proceeds from long-term debt borrowings                                                         30,393        1,260,000
      Repayment of long-term debt                                                                   (110,904)         (34,571)
      Proceeds from issuance of common stock                                                           6,500                -
                                                                                                   ---------        ---------

           Net cash (used by) provided by financing activities                                       (74,011)       1,225,429
                                                                                                   ---------        ---------

           Net  increase (decrease) in cash                                                           33,959         (156,543)

CASH, BEGINNING OF PERIOD                                                                            165,267          314,592
                                                                                                   ---------        ---------

CASH, END OF PERIOD                                                                                $ 199,226        $ 158,049
                                                                                                   =========        =========



</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.

                                       3
<PAGE>

RSI Holdings, Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES

NATURE OF BUSINESS

         On March 4, 2002,  the  Company  through a  newly-formed,  wholly-owned
subsidiary,   Employment   Solutions,   Inc.,  a  South   Carolina   corporation
("Employment Solutions"), acquired substantially all of the assets of Employment
Solutions,   LLC,  a  South  Carolina  limited  liability  company.   Employment
Solutions,  the  Company's  only  business,  is in the  business of locating and
providing labor to industrial companies.

BASIS OF PRESENTATION

         The accompanying  unaudited condensed consolidated financial statements
at May 31, 2003 have been  prepared in  accordance  with  accounting  principles
generally  accepted  in the  United  States of  America  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 accounting  principles  generally  accepted in the United
States  of  America  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, 2002.

DEVELOPMENT STAGE

         During the six months  ended  February 28,  2002,  the Company  devoted
substantially  all its efforts to locating and establishing a new business,  but
had no operating business or revenues.  As a result, during the six months ended
February 28, 2002, the Company reported under those  accounting  principles that
apply to development stage enterprises. Accounting principles generally accepted
in the United States of America 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.

         Effective  with the purchase of  Employment  Solutions on March 4, 2002
the Company began operations which generated  revenues.  As a result the Company
ceased to  report  under  those  standards  that  apply to a  development  stage
enterprise.

NET INCOME (LOSS) PER COMMON SHARE

         Basic net income  (loss) per common  share is  computed on the basis of
the weighted  average  number of common shares  outstanding  in accordance  with
Statement of Financial  Accounting Standards (SFAS) No. 128, Earnings per Share.
The treasury  stock method is used to compute the effect of stock options on the
weighted  average number of common shares  outstanding  for the diluted  method.
Since the Company  incurred a loss during the three months and nine months ended
May 31, 2003 and 2002,  the effect of the stock  options on the  treasury  stock
method was anti-dilutive.



                                       4
<PAGE>

NOTE 2 - LONG-TERM DEBT
<TABLE>
<CAPTION>

Long-term debt consists of the following:

<S>                                                                                       <C>
Unsecured note payable to Minor H. Mickel with interest payable quarterly at 8.0
    percent per year. The unpaid principal balance is due on August 14, 2006.             $  250,000

Unsecured note payable to Minor H. Mickel with interest  payable annually at 7.0
     percent per year. The unpaid principal balance is due on February 14, 2007.           1,200,000

Unsecured notes payable to Buck A. Mickel,  the  President  and Chief  Executive
     Officer of the  Company,  and to Charles C. Mickel and Minor M. Shaw in the
     amount of $20,000 each with  interest  payable  annually at 7.0 percent per
     year. The unpaid principal balance is due on February 25, 2007.                          60,000

Note payable to Eadon Solutions,  LLC (formerly  Employment  Solutions,  LLC) in
     monthly installments of $15,466 including interest at 6.0% per year through
     March 4,  2007  secured  by the  outstanding  common  stock  of  Employment
     Solutions, Inc.                                                                         621,854

Note payable to First Citizens Bank in monthly  installments  of $520  including
     interest at an annual rate of approximately 7.0% through October 24, 2008                27,971
                                                                                          ----------

                                                                                           2,159,825
Less current portion                                                                         156,821
                                                                                          ----------

                                                                                         $ 2,003,004
</TABLE>

NOTE 3 - INCOME TAXES

         Net deferred income tax benefits have not been recorded and a valuation
allowance has been recorded relating to temporary  differences since the Company
believes  that it is more likely than not that the  realization  of the deferred
income  tax  assets  will  not be  realized.  The  valuation  allowance  relates
primarily to future  income tax  benefits of net  operating  loss  carryforward.
Management  continues to assess the likelihood of the future  realization of the
deferred tax assets on a quarterly basis.



                                       5
<PAGE>

NOTE 4 - RECENTLY ISSUED ACCOUNTING STANDARDS

         In August 2001, the Financial  Accounting  Standards Board (the "FASB")
issued SFAS No. 144,  Accounting  for the  Impairment  or Disposal of Long-Lived
Assets,  which  supercedes  both SFAS No. 121,  Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of and the accounting
and reporting provisions of Accounting  Principles Board ("APB") Opinion No. 30,
Reporting  the  Results of  Operations-Reporting  the  Effects of  Disposal of a
Segment of a Business,  and  Extraordinary,  unusual and Infrequently  Occurring
Events  and  Transactions,  for the  disposal  of a segment  of a  business  (as
previously  defined in that  Opinion).  SFAS No.  144  retains  the  fundamental
provisions in SFAS No. 121 for  recognizing and measuring  impairment  losses on
long-lived  assets held for use and long-lived assets to be disposed of by sale,
while also resolving significant  implementation issues associated with SFAS No.
121. The Company  adopted the  provisions  of SFAS No. 144 for the quarter ended
February 28, 2003. The adoption of SFAS No. 144 has not had a material impact on
the Company's financial position and results of operations.

         In  December  2002,  the FASB  issued  SFAS  No.  148,  Accounting  for
Stock-Based  Compensation - Transition and Disclosure.  SFAS No. 148 amends SFAS
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition to the fair value method of accounting  for  stock-based  employee
compensation. In addition, SFAS No. 148 amends the disclosure provisions of SFAS
No. 123 to require disclosure in the summary of significant  accounting policies
of the effects of an entity's  accounting  policy  with  respect to  stock-based
employee  compensation  on the  reported  net income and  earnings  per share in
annual  and  interim  financial  statements.  SFAS No.  148's  amendment  of the
transition and annual disclosure  requirements of SFAS No. 123 are effective for
fiscal years  beginning  after  December 15, 2002. If the Company does not adopt
the  disclosure  requirements  of SFAS  No.  123 and  expenses  the  stock-based
employee  compensation,  the Company  will be  required to adopt the  disclosure
provisions  of SFAS No. 148 for interim  periods  beginning  after  December 15,
2002.  Accordingly,  the  company  will be  required  to  adopt  the  disclosure
provisions of SFAS No. 148 for the year ended August 31, 2003.  The Company does
not expect  the  adoption  of this  statement  to have a material  impact on its
financial position and results of operations.















                                       6
<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 various forward-looking statements.
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.

Acquisition of business

         On March 4,  2002,  the  Company,  through  Employment  Solutions,  its
newly-formed,  wholly-owned subsidiary, acquired substantially all of the assets
of  Employment  Solutions,  LLC, a South  Carolina  limited  liability  company.
Employment  Solutions  is in the  business of locating  and  providing  labor to
industrial companies. Prior to the asset purchase, the Company had not conducted
any business since January 31, 2000 other than seeking acquisition opportunities
and liquidating the assets of its prior business.

Changes in basis of accounting

         As  described  in  Note  1  to  its  Condensed  Consolidated  Financial
Statements, the Company's financial statements for the six months ended February
28, 2002 were prepared in accordance with disclosure  requirements applicable to
a development  stage entity  because the Company had no revenues  during the six
months ended February 28, 2002.

         Effective  with the purchase of Employment  Solutions on March 4, 2002,
the Company began operations which generated revenues.  As a result, the Company
ceased  to  report  under  the  standards  that  apply  to a  development  stage
enterprise.

Results of operations

         During  the three and nine  months  ended  May 31,  2003 the  Company's
revenues  were  $1,277,132  and  $3,965,220,  respectively,  all of  which  were
generated  by its  wholly-owned  subsidiary,  Employment  Solutions.  Employment
Solutions operates from an office facility in Greenwood,  SC. Revenues generated
during the three months ended May 31, 2002 were $1,021,027.

         Employment Solutions incurred cost of services of $1,039,860 during the
three months ended May 31, 2003 and $3,210,512  during the nine months ended May
31,  2003.  Cost of  services  during the three  months  ended May 31, 2002 were
$820,519.  These costs  include wages paid  directly to the  employees,  payroll
taxes, workers  compensation  insurance and other costs directly associated with
employment of the workers.

         Selling,  general and administrative expenses during the three and nine
months ended May 31, 2003 were $203,020 and $657,448,  respectively, as compared
to $244,814 and $369,725,  respectively,  during the three and nine months ended
May 31,  2002.  These  expenses  during the three and nine months  ended May 31,
2003,  exclusive  of  Employment  Solutions  operations,  included  salaries and
related  costs of $76,296 and $248,218,  respectively;  legal,  accounting,  and
shareholder related expenses of $10,033 and $49,358; rent of $8,925 and $26,675,
respectively;  and other  administrative  expenses of $16,349 and  $58,693.  The
expenses  during  the three and nine  months  ended May 31,  2003 also  included
selling and administrative  expenses incurred by Employment Solutions of $59,197
and $177,844,  respectively; and the amortization of customer related intangible
assets of $32,220 and $96,660.

                                       7
<PAGE>

         Interest  expense  incurred  during the three and nine months ended May
31,  2003 was  $37,477 and  $112,856,  respectively,  as compared to $39,100 and
$66,904, respectively,  during the three and nine months ended May 31, 2002. The
increase  in  interest  expense  results  primarily  from  interest  incurred on
borrowings relating to the acquisition of Employment Solutions.

Income taxes

         The consolidated financial statements have been prepared on the accrual
basis.  When  income and  expenses  are  recognized  in  different  periods  for
financial  reporting  purposes  than for  purposes  of  computing  income  taxes
currently  payable,  deferred  tax assets or  liabilities  are  provided on such
temporary differences.  The Company accounts for income taxes in accordance with
SFAS No. 109,  Accounting  for Income  Taxes.  Under SFAS No. 109,  deferred tax
assets and liabilities  are recognized for the expected future tax  consequences
of events that have been recognized in the consolidated  financial statements or
tax return.  Deferred tax assets and  liabilities are measured using the enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary differences are expected to be realized or settled.

         During  the three and nine  months  ended  May 31,  2003 and 2002,  net
deferred tax benefits were not recorded relating to temporary  differences since
the Company believes that it is more likely than not that the realization of the
deferred  tax assets will not be  realized.  Management  continues to assess the
likelihood of the future  realization  of the deferred tax assets on a quarterly
basis.

Liquidity and Capital Resources

         At May 31, 2003, the Company's total liabilities exceeded its assets by
$192,782 as compared to  $184,421 at August 31,  2002.  The Company  anticipates
that its cash  balances  and cash  generated  by the  operations  of  Employment
Solutions  will be  sufficient  to fund its cash  requirements  during  the next
twelve months.

Item 4.  Controls and procedures.

         Under the  supervision  and with the  participation  of our management,
including  the Chief  Executive  Officer and Chief  Financial  Officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls  and  procedures  within 90 days of the filing  date of this  quarterly
report,  and, based on their  evaluation,  our Chief Executive Officer and Chief
Financial  Officer  have  concluded  that  these  controls  and  procedures  are
effective.  There were no  significant  changes in our  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

         Disclosure   controls  and   procedures  are  our  controls  and  other
procedures that are designed to ensure that information required to be disclosed
by us in the reports  that we file or submit under the Exchange Act is recorded,
processed,  summarized  and reported,  within the time periods  specified in the
Securities and Exchange  Commission's rules and forms.  Disclosure  controls and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed by us in the reports that we
file or submit under the Exchange Act is  accumulated  and  communicated  to our
management,  including our Chief Executive Officer and Chief Financial  Officer,
as appropriate to allow timely decisions regarding required disclosure.

                                       8
<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*

ITEM 5.   OTHER INFORMATION*

*Items 1, 2, 3, 4, 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

99.1     Certification of Chief Executive Officer
99.2     Certification of Chief Financial Officer

           (b) Reports on Form 8-K

                There  were no  reports  on Form 8-K  filed  during  the  fiscal
quarter ended May 31, 2003.

                   .


                                       9
<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.
                                          ---------------------------------



July 11, 2003                             /s/ Joe F. Ogburn
-----------------------                   ------------------------------
     (Date)                               Joe F. Ogburn,
                                          Treasurer and Chief
                                          Financial Officer
                                          (Principal Accounting Officer)









                                       10
<PAGE>



                                  CERTIFICATION


I, Buck A. Mickel,  the President and Chief  Executive  Officer of RSI Holdings,
Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of RSI Holdings, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material   information   relating  to  the  registrant  including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date", and
     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors:

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified  for the  registrant's  auditors any  material  weakness in
          internal controls; and
     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: July 7, 2003                     /s/ Buck A. Mickel
                                       -------------------
                                       Buck A. Mickel, President and
                                       Chief Executive Officer



                                       11
<PAGE>



                                  CERTIFICATION

I, Joe F. Ogburn, the Vice President,  Treasurer and Principal Financial Officer
of RSI Holdings, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of RSI Holdings, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material   information   relating  to  the  registrant  including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;
     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date", and
     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors:

    a)   All  significant  deficiencies  in the design or  operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors  any  material  weakness in
         internal controls; and
    b)   Any fraud,  whether or not material,  that involves management or other
         employees  who have a  significant  role in the  registrant's  internal
         controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: July 7, 2003               /s/ Joe F. Ogburn
                                 ------------------
                                 Joe F. Ogburn, Vice President,
                                 Treasurer, and Principal Financial Officer





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