United States
                       Securities and Exchange Commission
                             Washington, D. C. 20549

                                  FORM 10 - QSB

        (MARK ONE)

[X]      Quarterly Report under Section 13 or 15(d) of the
         Securities Exchange Act of 1934

                  For the Quarterly Period Ended November 30, 2001
                                           -----------------------
[ ]      Transition Report under 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)

                                 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 07,
2002

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



<PAGE>


                                      INDEX


                               RSI HOLDINGS, INC.
                          (A Development Stage Company)
<TABLE>
<CAPTION>



PART I.  FINANCIAL INFORMATION                                                                       PAGE

Item 1.  Financial Statements (Unaudited)

<S>                                                                                                   <C>
     Condensed Consolidated balance sheet - November 30, 2001                                          1

     Condensed consolidated statement of operations - Three Months ended November 30, 2001             2

     Condensed consolidated statement of cash flows - Three Months ended November 30, 2001             3

     Condensed  consolidated statement of changes in net assets in liquidation -
     Three  Months ended  November  30, 2000                                                           4

     Notes to  condensed  consolidated financial statements -- November 30, 2001                       5

Item 2.  Plan of operation                                                                             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>
<TABLE>
<CAPTION>


                               RSI Holdings, Inc.
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)
                                November 30, 2001




Assets

<S>                                                                                            <C>
Current Assets:
     Cash                                                                                      $   252,000
     Accounts receivable                                                                             3,000
                                                                                               -----------
Total current assets                                                                               255,000

Property and equipment:
     Cost                                                                                           26,000
     Less accumulated depreciation                                                                  19,000
                                                                                               -----------
                                                                                                     7,000
                                                                                               -----------
                                                                                               $   262,000
                                                                                               ===========

Liabilities and shareholders' equity

Current liabilities:
     Accounts payable                                                                          $     6,000
     Accrued expenses                                                                               71,000
                                                                                               -----------
                                                                                                    77,000

Long-term debt - Note B                                                                            750,000

Shareholders' equity:
     Common Stock, $.01 par value-authorized
         25,000,000 shares, issued and outstanding
         16,798,154 shares at November 30, 2001                                                    168,000
     Additional paid-in capital                                                                  4,356,000
     Deficit related to liquidated operations                                                   (4,869,000)
     Deficit accumulated during development stage
         (beginning January 1, 2001)                                                              (220,000)
                                                                                               -----------
                                                                                                  (565,000)
                                                                                               -----------
                                                                                               $   262,000
                                                                                               ===========
</TABLE>





The  accompanying  notes are an  integral  part of this  consolidated  financial
statement.

                                       1
<PAGE>
<TABLE>
<CAPTION>
                               RSI Holdings, Inc.
                          (A Development Stage Company)
           Condensed Consolidated Statement of Operations (Unaudited)
                      Three Months ended November 30, 2001










<S>                                                                                                    <C>
Expenses:
     Selling, general and
         administrative                                                                                   57,000
                                                                                                       ---------
         Loss from operations                                                                            (57,000)

Other income (expense):
     Interest income                                                                                       2,000
     Interest expense                                                                                    (14,000)
                                                                                                       ---------
     Total other income (expense)                                                                        (12,000)
                                                                                                       ---------
Net loss                                                                                               $ (69,000)
                                                                                                       =========

Net loss per share - basic
     and diluted                                                                                       $    (.00)
                                                                                                       =========
Weighted average number
     of shares outstanding                                                                            16,798,154
                                                                                                      ==========


</TABLE>





Effective  January 1, 2001, the Company  changed its accounting  presentation to
those standards that apply to development state enterprises from the liquidation
basis of accounting.

During the three  months  ended  November  30,  2000,  the Company  reported its
results  under the  liquidation  basis of  accounting as found on page 4 of this
report.

The Company  changed its accounting  presentation  to the  liquidation  basis of
accounting from the going concern basis of accounting effective January 31, 2000
and  presented  its  financial   information  under  the  liquidation  basis  of
accounting from February 1, 2000 through December 31, 2000.


The  accompanying  notes are an  integral  part of this  consolidated  financial
statement.

                                       2
<PAGE>
<TABLE>
<CAPTION>
                               RSI Holdings, Inc.
                          (A Development Stage Company)
           Condensed Consolidated Statement of Cash Flows (Unaudited)
                      Three Months ended November 30, 2001





<S>                                                                                                    <C>
Cash (used in) operating activities                                                                    $ (63,000)

Investing activities
     None                                                                                                      -

Financing activities
     None                                                                                                      -
                                                                                                     -----------
(Decrease) in cash and cash equivalents                                                                  (63,000)

Cash and cash equivalents at September 1, 2001                                                           315,000
                                                                                                     -----------
Cash and cash equivalents at November 30, 2001                                                       $   252,000
                                                                                                     ===========




</TABLE>


















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


                                       3
<PAGE>
<TABLE>
<CAPTION>


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






<S>                                                                                                               <C>
Deficiency in net assets in
     liquidation at September 1, 2000                                                                             $(595,000)

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


</TABLE>






















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


                                       4
<PAGE>


RSI Holdings, Inc.
(A Development Stage Company)
Notes  to  Condensed  Consolidated  Financial  Statements  (Unaudited)

Note A - Summary of significant accounting policies and activities

Nature of business

         RSI Holdings, Inc. (the "Company") has no operations.  Prior to January
31, 2000, its principal  operating  subsidiary,  HomeAdd  Financial  Corporation
("HomeAdd"),  was primarily  engaged in the business of originating  and selling
second mortgage residential loans.

         The Company and HomeAdd experienced significant recurring losses during
the period of  HomeAdd's  operations  and had a working  capital  deficiency  on
January  31,  2000.  Because  of  the  increased   difficulties  of  HomeAdd  in
originating and selling its loans, the Company decided to cease all of HomeAdd's
business operations on January 31, 2000.

         Effective with the decision to cease all of HomeAdd's  operations,  the
Company  began  the  orderly  liquidation  of the  assets  of  HomeAdd  and  the
settlement of its liabilities.  The Company completed the liquidation of HomeAdd
during the eleven months from February 1, 2000 through December 31, 2000.

         Since   January  1,  2001,   the  Company  has  been  looking  for  and
investigating other business opportunities.  Although the Company has considered
certain  businesses  in which it might  engage,  it has been  unable  to make an
appropriate   acquisition  or  identify  a  business  that  would  be  a  viable
opportunity for it to pursue. The Company has a deficiency in net assets and any
future business  endeavors would require  additional  funds from either loans or
capital infusions.

Basis of Presentation

         Development stage.

         As of January 1, 2001, the Company  adopted the  accounting  principles
generally  accepted in the United  States of America  that apply to  established
operating enterprises.

         At  January  1,  2001  all  of  HomeAdd's  assets  had  been  sold  and
substantially all of HomeAdd's known  liabilities had been settled.  The Company
was looking for other business  opportunities.  As a result of the completion of
the liquidation of HomeAdd, the Company's only business, and the search that the
Company was  conducting  for other  business  opportunities,  the Company  began
reporting  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.

         The accompanying  unaudited condensed consolidated financial statements
at November 30, 2001 have been prepared in accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they
do not include all the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  including  normal  recurring  accruals  considered
necessary for a fair presentation have been included.  For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-KSB for the year ended August 31, 2001.

                                       5
<PAGE>

         Liquidated operations.

         As of January 31, 2000, the Company  adopted the  liquidation  basis of
accounting.

         As a  result  of  the  decision  to  cease  all of  HomeAdd's  business
operations,  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  accounting  principles
generally  accepted in the United States of America.  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 liquidated HomeAdd during the period beginning February
1, 2000 through December 31, 2000.

Note B - Long-term debt

<TABLE>
<S>                                                                                                           <C>
         Unsecured note payable to the mother of the President and Chief Executive Officer of the Company
              with interest payable quarterly at 8.0 percent per year.  The unpaid principal balance is due
              on August 14, 2006.                                     $  250,000

         Unsecured convertible note payable to the mother of the President and Chief Executive Officer of
              the Company with interest payable annually at 8.0 percent per year.  The unpaid principal
              balance is due on December 20, 2005.  This note is convertible by either party into the
              Company's common stock at the rate of $.075 per share.     500,000
                                                                      ----------
                                                                      $  750,000
                                                                      ==========
</TABLE>

Note C - Loss per share

         Basic  net  loss  per  common  share is  computed  on the  basis of the
weighted  average  number  of  common  shares  outstanding  in  accordance  with
Statement of  Financial  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, the treasury stock method is anti-dilutive.




                                       6
<PAGE>


Item 2.  Plan of Operation.

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.

Changes in basis of accounting

         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 accounting
principles  generally  accepted in the United  States of America.  The Company's
activities  during  the  eleven  months  beginning  February  1, 2000  consisted
primarily of selling the assets and paying the liabilities of HomeAdd  Financial
Corporation,  ("HomeAdd"). The Company completed the liquidation of HomeAdd, its
only business by December 31, 2000.

         On January 1, 2001, the Company changed its basis of accounting for its
financial  statements  from the  liquidation  basis of  accounting  to the going
concern  basis of  accounting  in accordance  with  accounting  principles  with
generally  accepted in the United States of America.  The  Company's  activities
since  January 1, 2001  consisted  of  looking  for and  investigating  business
opportunities.  Although the Company has considered  certain businesses in which
it might  engage,  it has been  unable  to make an  appropriate  acquisition  or
identify a business  that would be a viable  opportunity  for it to pursue.  The
Company's financial statements as of and for the three months ended November 30,
2001 have been prepared in accordance with disclosure requirements applicable to
a  development  stage  entity  because  no  business   opportunities  have  been
identified and no operations have commenced.

Development stage operations

         As stated  above,  at January 1, 2001,  the Company had  completed  the
liquidation of HomeAdd and  began  searching for other  business  opportunities.
During the three months ended November 30, 2001, the Company had no revenues.

         General  and  administrative  expenses  were  $57,000  during the three
months ended  November 30, 2001.  These  expenses  include  salaries and related
costs of $40,000; legal, accounting, and shareholder related expenses of $6,000;
rent of $6,000 and other administrative expenses of $5,000. The Company does not
anticipate  any changes in the number of  employees  during this period while it
attempts to identify a business opportunity.

         Interest  expense  incurred  during  the three  months  ended  November
30,2001 was $14,000.  Interest income in the amount of $2,000 was earned on cash
investments during the three months ended November 30, 2001.

Liquidation stage operations

         The Company's activities during the eleven months beginning February 1,
2000  through  December 31, 2000  consisted  primarily of selling the assets and
paying the  liabilities of HomeAdd.  The accruals and costs incurred during this
liquidation period were recorded during the period ended August 31, 2000.

                                       7
<PAGE>

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  under  "Debt
Arrangements".  At November 30, 2001,  the  Company's  liabilities  exceeded its
assets by $565,000.

         The  Company  anticipates  that its cash balances will be sufficient to
pay its  obligations  as they  become  due  through  August 31,  2002,  but that
additional  sources of cash will be  necessary to fund its search for a business
opportunity  after  that  date.  The  Company  cannot  give any  assurance  that
additional funds can be secured to meet its future obligations.

         Cash and Cash Equivalents

         The Company had cash and cash  equivalents in the amount of $252,000 as
of November 30, 2001.

         Debt Arrangements

         On December  20,  2000,  Minor H.  Mickel,  the mother Buck A.  Mickel,
President  and Chief  Executive  Officer of the Company  the Company  loaned the
Company  $500,000 under terms of an 8% convertible  note payable on December 20,
2005.  Under the terms of this note all principal and interest is convertible at
the  conversion  rate of $.075 per share at the option of either the  Company or
holder of the convertible note.

         On August 31, 2001,  Minor H. Mickel loaned the Company  $250,000 under
the terms of an unsecured note payable bearing  interest at 8% per year with the
principal balance due on August 14, 2006.

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

                      None

           (b) Reports on Form 8-K

                   There  were no  reports  on Form 8-K filed  during the fiscal
quarter ended November 30, 2001.

                                       8
<PAGE>


                                   SIGNATURES


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




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


January 14, 2002                          /s/ Joe F. Ogburn
----------------                          --------------------------
    (Date)                                Joe F. Ogburn,
                                          Treasurer and Chief Financial Officer
                                          (Principal Accounting Officer)















                                       9