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 November 30, 2000 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 January 05,
2000

         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 statement of deficiency in net assets
     in liquidation  -- November 30, 2000                                    1

     Condensed consolidated statement of changes in net assets in
     liquidation - Three Months ended November 30, 2000                      2

     Condensed consolidated statement of operations - Three
     Months ended November 30, 1999                                          3

     Condensed consolidated statement of cash flows - Three
     Months ended November 30, 1999                                          4

     Notes to condensed consolidated financial statements --
     November 30, 2000                                                       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







<PAGE>

                               RSI Holdings, Inc.
          Condensed Consolidated Statement of Deficiency in Net Assets
                           in Liquidation (Unaudited)
                                November 30, 2000


Assets

     Cash                                                            $    7,000
     Accounts receivable                                                  3,000
     Property and equipment                                              11,000
                                                                    -----------
                                                                    $    21,000
                                                                    ===========
Liabilities

     Accounts payable                                               $    16,000
     Accrued expenses                                                    25,000
     Note payable - bank                                                280,000
     Convertible note payable                                           250,000
     Estimated costs during the remaining period of liquidation          45,000
                                                                    -----------
                                                                        616,000
                                                                    -----------
Deficiency in net assets                                              $(595,000)
                                                                    ===========




















See accompanying notes.

                                       1
<PAGE>


                               RSI Holdings, Inc.
            Condensed Consolidated Statement of Changes in Net Assets
                                 in Liquidation
                                  (Unaudited)
                      Three Months ended November 30, 2000





Deficiency in net assets in liquidation at September 1, 2000       $   (595,000)

Accruals and costs during period:
     None                                                                     0
                                                                    -----------
Deficiency in net assets in liquidation at November 30, 2000          $(595,000)
                                                                    ===========



























See accompanying notes.

                                       2
<PAGE>


                               RSI Holdings, Inc.
           Condensed Consolidated Statement of Operations (Unaudited)
                      Three Months ended November 30, 1999




Revenues:
     Origination fees                                              $  402,000
     Gain on sale of loans                                             80,000
                                                                    ---------
         Total revenues                                            $  482,000


Expenses
     Selling, general and administrative                              759,000
                                                                     --------
          Loss from operations                                       (277,000)

Other income (expense)
     Interest income                                                   52,000
     Interest expense                                                 (33,000)
                                                                     --------
         Total other income (expense)                                  19,000
                                                                     --------
Net loss                                                           $ (258,000)
                                                                   ==========

Net loss per share - basic and diluted                                 $ (.03)
                                                                   ==========

Weighted average number of shares outstanding                       7,904,979
                                                                   ==========




The Company  changed its accounting  presentation  to the  liquidation  basis of
accounting  from the going  concern basis of  accounting  effective  January 31,
2000.  Consequently,  there were no operations to report during the three months
ended November 30, 2000.










See accompanying notes.

                                       3
<PAGE>


                               RSI Holdings, Inc.
           Condensed Consolidated Statement of Cash Flows (Unaudited)
                      Three Months ended November 30, 1999








Cash (used in) operating activities                                $   (902,000)

Investing activities
     Purchase of equipment                                              (28,000)
                                                                     ----------
Net cash (used in) investing activities                                 (28,000)
                                                                     ----------
Financing activities
     Advances under bank lines of credit                              4,301,000
     Payments on bank line of credit                                 (3,363,000)
     Payment of deferred compensation                                   (15,000)
     Other                                                                1,000
                                                                    -----------
Net cash provided by financing activities                               924,000
                                                                    -----------
(Decrease) in cash and cash equivalents                                  (6,000)

Cash and cash equivalents at beginning of year                           23,000
                                                                    -----------
Cash and cash equivalents at end of quarter                         $    17,000
                                                                    ===========























See accompanying notes.

                                       4
<PAGE>


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

As of  January  31,  2000,  RSI  Holdings,  Inc.  (the  "Company")  adopted  the
liquidation basis of accounting. 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. The Company  presently has no
material  net assets.  Although the Company  intends to look for other  business
opportunities,  it cannot  determine at this time what, if any,  future business
activities it may engage in.

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.
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  estimates  will be  incurred  during the  liquidation  period of
February 1, 2000 through  December 31,  2000.  All of HomeAdd's  assets have now
been  sold and  substantially  all of  HomeAdd's  known  liabilities  have  been
settled. The Company is presently looking for other business opportunities.

The  accompanying  unaudited  condensed  consolidated  financial  statements  at
November  30, 2000 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 October 10, 2000 the Company issued a convertible  note payable in the amount
of $250,000  bearing interest at 8.5% per year and due on October 10, 2005. This
convertible  note was issued in exchange  for an  unsecured  note payable to the
widow of the former  chairman  of the Board of  Directors  of the  Company.  All
principal and unpaid interest are convertible into the Company's common stock at
the  conversion  rate of $.075 per share at the  option  of the  Company  or the
holder of the convertible note. On January 4, 2001, this note was converted into
3,333,333 shares of the Company's Common Stock.

On December  20,  2000,  the Company  issued a  convertible  note payable in the
amount of  $500,000  to the  widow of the  former  Chairman  of the Board of the
Company.  Proceeds from this $500,000 was used to pay the outstanding balance of
a note payable to a bank in the amount of $295,000 and the remaining $205,000 is
available to be used for working capital.

                                       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.  Consequently,  assets  have  been  valued  at
estimated net realizable  value and liabilities are presented at their estimated
settlement   amounts,   including   costs   associated  with  carrying  out  the
liquidation.  The Company  presently  has no material  net assets.  Although the
Company intends to look for other business opportunities, it cannot determine at
this time what, if any, future business activities it may engage in.

         The Company  completed its liquidation  period on December 31, 2000. At
November 30, 2000,  the  statement of  deficiency  in net assets in  liquidation
included  accrued expenses in the amount of $25,000 to record all known expenses
incurred  through  November 30, 2000,  but not yet paid. As of November 30, 2000
the Company's  estimated  costs to be incurred  during the  remaining  period of
liquidation  in the amount of $45,000 were  accrued.  These costs to be incurred
during the  liquidation  period  include  salaries and related costs of $11,000;
legal,  accounting and other annual reporting costs of $17,000,  rent expense of
$4,000  interest  expense  of  $4,000  and other  costs of  $9,000.  The  actual
realization  of assets and  settlement of  liabilities  could be higher or lower
than amounts indicated and are based upon management's  estimates as of November
30, 2000.

Liquidity and Capital Resources

        Anticipated Liquidity Requirements

        Certain of the Company's shareholders have advanced funds and guaranteed
debt under the debt  arrangements as discussed below under "Debt  Arrangements".
At November 30, 2000,  the  Company's  liabilities,  including  estimated  costs
during the remaining period of liquidation, exceeded the net realizable value of
its assets by $595,000.

                                       6
<PAGE>
        On  October  10, 2000, the Company issued a convertible  note payable in
the amount of $250,000 in exchange for an unsecured note payable to the widow of
the former  Chairman of the Board of  Directors  of the  Company.  On January 4,
2001, the holder of the convertible note exerised her conversion option, and the
Company issued 3,333,333 shares of its Common Stock to her.

        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 is
available  for use as working  capital.

        Cash and Cash Equivalents

        The  Company had cash and cash equivalents in the amount of $7,000 as of
November 30, 2000.

        Debt Arrangements

        The  Company has the following debt arrangements.  None of the Company's
assets have been pledged under these debt arrangements.

        At November  30,  2000,  the   outstanding  balance was  $280,000 on the
Company's  $500,000 loan facility with a bank.  This credit facility was payable
on demand or in any event on January 1, 2001. A corporation that is owned by the
President and Chief Executive Officer, his mother and his two adult siblings has
guaranteed  payment of the loan and has pledged certain securities as collateral
to the loan. On December 20, 2000,  this credit  facility was paid from proceeds
of a $500,000  loan from Minor H. Mickel,  the mother of the President and Chief
Executive officer of the Company.  The Company issued a note that is convertible
into Common Stock of the Company at $.075 per share in exchange for this debt.

        On  October  10,  2000,   the  Company  issued a note in the  amount  of
$250,000  bearing interest at 8.5% that was convertible into Common Stock of the
Company at $.075 per share.  This  convertible note was issued in exchange for a
note that was originally  payable to the Estate of Buck Mickel, the former Chief
Executive  Officer of the Company.  On January 4, 2001,  this note was converted
into  3,333,333  shares of the Company's  Common Stock as described  above under
"Anticipated Liquidity Requirements".


                                       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*

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

3.1       Articles  of  Incorporation   of  RSI  Holdings,   Inc.,  as  amended:
          Incorporated by reference to Exhibit 3.2 and 3.2.2 to the Registration
          Statement on Form S-4 of RSI  Corporation and Porter  Brothers,  Inc.,
          File No. 33-30247 (the "Form S-4").

3.1.1     Articles of  Amendment  and  Certificate  of  Reduction  of Capital of
          Porter Brothers, Inc.: Incorporated by reference to Exhibit 4.1 to the
          Form 8-K of the  Registrant  filed with the  Securities  and  Exchange
          Commission on November 28, 1989, File No. 0-7067.

3.2.1     By-laws of RSI Holdings,  Inc., as amended:  Incorporated by reference
          to Exhibit 3.1.1 to the Form S-4.

3.2.2     Amendments to By-laws:  Incorporated  by reference to Exhibit 3.2.2 to
          the Form  10-KSB  of the  Registrant  filed  with the  Securities  and
          Exchange  Commission  for the fiscal year ended August 31, 1996,  File
          No. 0-18091.

4.1       See Exhibits 3.1, 3.1.1, 3.2.1 and 3.2.2.

4.1.1     Specimen  of  Certificate  for  RSI  Holdings,   Inc.,  common  stock:
          Incorporated by reference to Exhibit 4.1.2 to the Form S-4.

10.1      Convertible note dated December 20, 2000 issued by the Company payable
          to Minor H. Mickel.

27        Financial Data Schedule (electronic filing only)

          (b)  The Company filed a Current Report on Form 8-K,  dated  September
               20,  2000,   with  respect  to  the   conversion  of  a  $400,000
               convertible  note and accrued  interest of $16,800 into 5,557,333
               of the Company's common stock.

                                       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.
                                                  --------------------------



 January 12, 2001                                 /s/ Joe F. Ogburn
------------------------------                    ---------------------------
                                                  Joe F. Ogburn,
                                                  Vice President and Treasurer
                                                  (Principal Accounting Officer)



                                       9
<PAGE>

                                INDEX OF EXHIBITS

3.1       Articles  of  Incorporation   of  RSI  Holdings,   Inc.,  as  amended:
          Incorporated by reference to Exhibit 3.2 and 3.2.2 to the Registration
          Statement on Form S-4 of RSI  Corporation and Porter  Brothers,  Inc.,
          File No. 33-30247 (the "Form S-4").

3.1.1     Articles of  Amendment  and  Certificate  of  Reduction  of Capital of
          Porter Brothers, Inc.: Incorporated by reference to Exhibit 4.1 to the
          Form 8-K of the  Registrant  filed with the  Securities  and  Exchange
          Commission on November 28, 1989, File No. 0-7067.

3.2.1     By-laws of RSI Holdings,  Inc., as amended:  Incorporated by reference
          to Exhibit 3.1.1 to the Form S-4.

3.2.2     Amendments to By-laws:  Incorporated  by reference to Exhibit 3.2.2 to
          the Form  10-KSB  of the  Registrant  filed  with the  Securities  and
          Exchange  Commission  for the fiscal year ended August 31, 1996,  File
          No. 0-18091.

4.1       See Exhibits 3.1, 3.1.1, 3.2.1 and 3.2.2.

4.1.1     Specimen  of  Certificate  for  RSI  Holdings,   Inc.,  common  stock:
          Incorporated by reference to Exhibit 4.1.2 to the Form S-4.

10.1      Convertible note dated December 20, 2000 issued by the Company payable
          to Minor H. Mickel.

27        Financial Data Schedule (electronic filng only)






                                       10