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 November 30, 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 January 7,
2004

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



<PAGE>


                                      INDEX
<TABLE>
<CAPTION>


                               RSI HOLDINGS, INC.



PART I.  FINANCIAL INFORMATION                                                                      PAGE
<S>                                                                                                  <C>
Item 1.  Financial Statements (Unaudited)

     Condensed consolidated balance sheet - November 30, 2003                                          1

     Condensed consolidated statements of operations - Three
     months ended November 30, 2003 and 2002                                                           2

     Condensed consolidated statements of cash flows - Three
     months ended November 30, 2003 and 2002                                                           3

     Notes to condensed consolidated financial statements -
     November 30, 2003                                                                                 4

Item 2.  Management's discussion and analysis of financial
         condition and results of operations                                                           6

Item 3.  Controls and Procedures                                                                       7

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

</TABLE>




<PAGE>
                               RSI HOLDINGS, INC.
                CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)
                                NOVEMBER 30, 2003

  Assets
Current Assets
      Cash                                                          $ 163,628
      Accounts receivable                                              85,125
      Prepaid expenses and other                                       78,541
                                                                   ----------

      Total current assets                                            327,294

Property and equipment
      Cost                                                            134,517
      Less accumulated depreciation                                    53,245
                                                                   ----------

      Property and equipment - net                                     81,272

Other assets:
      Customer related intangible assets, net of
           amortization of $225,452                                 1,710,837
                                                                   ----------

                                                                   $2,119,403
                                                                   ==========
  Liabilities and Shareholders' Deficit

Current liabilities
      Accounts payable                                               $ 59,703
      Accrued expenses                                                 40,556
      Curent maturities of long-term debt                             161,610
                                                                   ----------

           Total current liabilities                                  261,869

Long-term debt and other liabilities
      Lont-term debt                                                1,920,984
      Accrued interest                                                150,510

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                                                      (5,244,165)
                                                                   ----------

           Total shareholders' deficit                               (213,960)
                                                                   ----------

                                                                   $2,119,403
                                                                   ==========



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 MONTHS ENDED NOVEMBER 30, 2003 AND 2002



                                                                        For the           For the
                                                                     Three months      Three months
                                                                         Ended             Ended
                                                                      November 30       November 30
                                                                         2003              2002
                                                                     ------------      -------------

<S>                                                                   <C>                <C>
Revenues from services                                                $ 1,249,429        $1,422,578
Cost of services                                                        1,019,767         1,142,061
                                                                      -----------        ----------

Gross profit                                                              229,662           280,517

Expenses:
      Selling, general and administrative                                 214,073           197,687
                                                                      -----------        ----------

           Income from operations                                          15,589            82,830

Other income (expense):
      Interest income and other                                                34               505
      Interest expense                                                    (36,027)          (37,933)
                                                                      -----------        ----------

           Total other income (expense)                                   (35,993)          (37,428)
                                                                      -----------        ----------

Income (loss) before income taxes                                     $   (20,404)       $   45,402
Income tax expense                                                              -                 -
                                                                      -----------        ----------

Net income (loss)                                                     $   (20,404)       $   45,402
                                                                      ===========        ==========

Basic earnings (loss) per share                                             $0.00            $ 0.01
                                                                      ===========        ==========

Shares used in computing basic earnings (loss) per share                7,846,455         7,821,455
                                                                      ===========        ==========

Diluted earnings (loss) per share                                           $0.00            $ 0.01
                                                                      ===========        ==========

Shares used in computing diluted earnings (loss) per share              7,846,455         8,184,499
                                                                      ===========        ==========






</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 THREE MONTHS ENDED NOVEMBER 30, 2003 AND 2002



                                                                                For the           For the
                                                                               Three months     Three months
                                                                                 Ended             Ended
                                                                               November 30      November 30
                                                                                  2003              2002
                                                                              ------------     -------------

OPERATING ACTIVITIES
<S>                                                                           <C>                <C>
      Net income (loss)                                                       $ (20,404)         $ 45,402
      Adjustments to reconcile net income (loss) to net
           cash provided (used by) operating activities:
           Depreciation                                                           5,689             5,255
           Amortization                                                          32,280            32,146
           Changes in current assets and liabilities                            (44,370)           25,637
                                                                              ---------          --------
           Net cash provided by (used by) operating activities                  (26,805)          108,440

INVESTING ACTIVITIES
      Purchase of property and equipment                                         (3,716)          (33,771)
                                                                              ---------          --------

           Net cash used by investing activities                                 (3,716)          (33,771)

FINANCING ACTIVITIES
      Proceeds from long-term notes payable                                           -            30,393
      Payment of long-term debt and other                                       (38,906)          (35,961)
                                                                              ---------          --------

           Net cash used by financing activities                                (38,906)           (5,568)
                                                                              ---------          --------

           Net  increase (decrease) in cash                                     (69,427)           69,101

CASH, BEGINNING OF PERIOD                                                       233,055           165,267
                                                                              ---------          --------

CASH, END OF PERIOD                                                           $ 163,628          $234,368
                                                                              =========          ========








</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

         Employment Solutions,  Inc., a South Carolina corporation  ("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 November 30, 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, 2003.

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  ended  November 30,
2003,  the  effect  of the  stock  options  on the  treasury  stock  method  was
anti-dilutive  for the three months ended November 30, 2003.  Under the treasury
stock method,  the number of shares used in computing diluted earnings per share
for the three months ended November 30, 2002 included the incremental  shares in
which the average  market price during the three months ended  November 30, 2002
exceeded the exercise price of the option.


                                       4
<PAGE>

NOTE 2 - LONG-TERM DEBT

Long-term debt consists of the following:
<TABLE>

<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 in the original  principal  amount of $800,000 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.                                    546,780

Note payable in the original  principal amount of $30,393 to First Citizens Bank
     in monthly  installments  of $520  including  interest at an annual rate of
     approximately 7.0% through October 24, 2008 and is secured by a vehicle.                   25,814
                                                                                           -----------

                                                                                             2,082,594
Less current portion                                                                           161,610
                                                                                           ------------

                                                                                            $ 1,920,984
</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.  Such  carryforwards  expire in 2006
through 2022.

NOTE 4 - RECENTLY ISSUED ACCOUNTING STANDARDS

         No recently issued  accounting  standards have been proposed or adopted
that are anticipated to have a material effect.




                                       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 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.

Results of operations

         During the three months ended November 30, 2003 the Company's  revenues
were  $1,249,429,  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 November 30,
2002 were  $1,422,578.  The  decrease in revenues  during the three months ended
November 30, 2003 can be attributed to a decrease in number of workers employed.

         Employment Solutions incurred cost of services of $1,019,767 during the
three months ended November 30, 2003.  Cost of services  during the three months
ended November 30, 2002 were $1,142,061. These costs include wages paid directly
to the employees,  payroll taxes, workers compensation insurance and other costs
directly  associated  with  employment  of the workers.  The decrease in cost of
services  during the three months ended November 30, 2003 can be attributed to a
decrease in number of workers employed.

         Selling,  general and  administrative  expenses during the three months
ended  November 30, 2003 were $214,073 as compared to $197,687  during the three
months ended  November 30, 2002.  These  expenses  during the three months ended
November  30, 2003,  exclusive  of  Employment  Solutions  operations,  included
salaries  and  related  costs of $83,154;  legal,  accounting,  and  shareholder
related expenses of $15,045;  rent of $8,925; and other administrative  expenses
of $18,208.  The expenses  during the three months ended  November 30, 2003 also
included selling and administrative expenses incurred by Employment Solutions of
$56,461;  and the amortization of customer related intangible assets of $32,280.
These  expenses  during the three months ended  November 30, 2002,  exclusive of
Employment Solutions operations, included salaries and related costs of $74,528;
legal, accounting,  and shareholder related expenses of $11,600; rent of $8,850;
and other  administrative  expenses of $15,796.  The  expenses  during the three
months ended November 30, 2002 also included selling and administrative expenses
incurred by Employment  Solutions of $54,767;  and the  amortization of customer
related intangible assets of $32,146.

         Interest  expense  incurred  during the three months ended November 30,
2003 was $36,027 as compared to $37,933  during the three months ended  November
30, 2002.

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

                                       6
<PAGE>

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 months ended  November 30, 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 November 30, 2003,  the  Company's  total  liabilities  exceeded its
assets by $213,960 as  compared  to  $193,556  at August 31,  2003.  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.  The Company's  working capital  decreased $6,526 during the
three months ended November 30, 2003.

Item 3. Controls and procedures.

         Our  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 we file or submit  under the  Securities  Exchange  Act of
1934, as amended,  processed,  summarized and reported,  within the time periods
specified  in the rules and forms of the  Securities  and  Exchange  Commission.
Disclosure  controls and procedures  include  without  limitation,  controls and
procedures designed to ensure that information required to be disclosed by us in
the  reports  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.

         Our management,  with the  participation of our Chief Executive Officer
and  our  Chief  Financial  Officer  has  evaluated  the  effectiveness  of  our
disclosure   controls  and  procedures   (as  defined  in  17  C.F.R.   Sections
240.13a-15d--15(e))  as of November 30, 2003, and based on such evaluation,  our
Chief Executive Officer and Chief Executive Officer concluded that such controls
and procedures were effective as of November 30, 2003.

         There  were  no  significant  changes  in our  internal  controls  over
financial  reporting  that occurred  during the three months ended  November 30,
2003 that have  materially  affected,  or are  reasonably  likely to  materially
affect, our internal controls over financial reporting.








                                       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 Exhibit

                31.1       Section 302 Certification of Chief Executive Officer
                31.2       Section 302 Certification of Chief Financial Officer
                32.1       Section 906 Certification of Chief Executive Officer
                32.2       Section 906 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 November 30, 2003.




                                       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, 2004                            /s/ Joe F. Ogburn
-----------------------                     ------------------------------
     (Date)                                 Joe F. Ogburn,
                                            Treasurer   and  Chief
                                            Financial Officer
                                            (Principal Accounting Officer)















                                       9