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 February 28, 2002 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 - 23,464,820  shares  outstanding  as of April 08,
2002

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


<PAGE>

                                      INDEX


                               RSI HOLDINGS, INC.
                          (A Development Stage Company)



<TABLE>
PART I.  FINANCIAL INFORMATION                                                                     PAGE

<S>                                                                                                    <C>
Item 1.  Financial Statements (Unaudited)

     Condensed Consolidated balance sheet - February 28, 2002                                          1

     Condensed consolidated statement of operations - Three and Six Months ended
     February  28,  2002,  two months  ended  February  28, 2001 and  cumulative
     amounts  for the period  from  January 1, 2001  through  February  28, 2002
     (period from inception as development stage company)                                              2

     Condensed  consolidated statement of cash flows - Six Months ended February
     28, 2002, two months ended February 28, 2001 and cumulative amounts for the
     period  from  January  1, 2001  through  February  28,  2002  (period  from
     inception as development stage company)                                                           3

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

     Notes to condensed consolidated financial statements --
     February 28, 2002                                                                                 5

Item 2.  Plan of operation                                                                             7

PART II. OTHER INFORMATION                                                                            10

Item 1.  Legal Proceedings                                                                            10

Item 2.  Changes in Securities                                                                        10

Item 3.  Defaults upon senior securities                                                              10

Item 4.  Submission of Matters to a Vote of Security Holders                                          10

Item 5.  Other Information                                                                            10

Item 6.  Exhibits and Reports on Form 8-K                                                             10

SIGNATURES                                                                                            11


</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                               RSI Holdings, Inc.
                          (A Development Stage Company)
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)
                                February 28, 2002




<S>                                                                                            <C>
Assets

Current Assets:
     Cash                                                                                     $  1,400,000
     Accounts receivable                                                                             3,000
                                                                                               -----------
Total current assets                                                                             1,403,000

Property and equipment:
     Cost                                                                                           24,000
     Less accumulated depreciation                                                                  19,000
                                                                                               -----------
                                                                                                     5,000
                                                                                               -----------
                                                                                             $   1,408,000
                                                                                               ===========

Liabilities and shareholders' equity

Current liabilities:
     Accounts payable                                                                          $     6,000
     Accrued expenses                                                                               38,000
                                                                                               -----------
                                                                                                    44,000

Long-term debt - Note B                                                                          1,510,000

Shareholders' equity:
     Common Stock, $.01 par value-authorized
         25,000,000 shares, issued and outstanding
         23,464,820 shares at February 28, 2002                                                    235,000
     Additional paid-in capital                                                                  4,789,000
     Deficit related to liquidated operations                                                   (4,869,000)
     Deficit accumulated during development stage
         (beginning January 1, 2001)                                                              (301,000)
                                                                                               -----------
                                                                                                  (146,000)
                                                                                               -----------
                                                                                               $ 1,408,000
                                                                                               ===========

</TABLE>





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

                                       1
<PAGE>
<TABLE>
<CAPTION>
                               RSI Holdings, Inc.
                          (A Development Stage Company)
           Condensed Consolidated Statement of Operations (Unaudited)
                  Three and Six Months ended February 28, 2002
                       Two Months ended February 28, 2001
                             and Cumulative Amounts
          For the Period from January 1, 2001 through February 28, 2002
              (Period from Inception as Development Stage Company)


                                                                                                        For the
                                                  For the          For the           For the          Period from
                                                Three Months      Six Months        Two Months          January 1
                                                   Ended            Ended             Ended           2001 through
                                                February 28       February 28       February 28       February 28
                                                   2002              2002              2001               2002
                                                ------------      ------------     -------------      ------------

<S>                                               <C>              <C>               <C>                <C>
Expenses:
     Selling, general and
         administrative                           $ 68,000         $125,000          $ 25,000          $ 251,000
                                                  --------        ---------          ---------         ---------
Loss from operations                               (68,000)        (125,000)          (25,000)         $(251,000)

Other income (expense):
     Interest income                                 1,000            3,000                 0              7,000
     Interest expense                              (14,000)         (28,000)           (6,000)           (57,000)
                                                  --------         --------         ---------          ---------
     Total other income (expense)                  (13,000)         (25,000)           (6,000)           (50,000)
                                                  --------         --------         ---------          ---------
Net loss                                          $(81,000)       $(150,000)         $(31,000)         $(301,000)
                                                  ========        =========          ========          =========

Net loss per share - basic
     and diluted                                  $   (.00)       $    (.01)         $   (.00)         $   (.02)
                                                  ========        =========          ========         =========
Weighted average number
     of shares outstanding                      19,612,969       18,197,786        16,625,740         17,364,192
                                                ==========      ===========        ==========         ==========
</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 four months ended December 31, 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 these  consolidated  financial
statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>


                               RSI Holdings, Inc.
                          (A Development Stage Company)
           Condensed Consolidated Statement of Cash Flows (Unaudited)
                       Six Months ended February 28, 2002
                       Two Months ended February 28, 2001
                             and Cumulative Amounts
          For the Period from January 1, 2001 through February 28, 2002
              (Period from Inception as Development Stage Company)



                                                                                                      For the
                                                               For the                For the       Period from
                                                              Six Months             Two Months       January 1,
                                                                 Ended                 Ended         2001 through
                                                              February 28            February 28      February 28
                                                                  2002                  2001             2002
                                                              -----------            ------------   -------------

<S>                                                              <C>                  <C>             <C>
Cash (used in) operating activities                              $ (175,000)          $ (59,000)      $ (321,000)

Investing activities
     Proceeds from sale of equipment                                      -               1,000            1,000
                                                                  ---------           ---------        ---------
         Net cash provided by investing
              activities                                                  -               1,000            1,000
                                                                  ---------           ---------        ---------
Financing activities
     Proceeds from long-term note payable                         1,260,000                   -        1,510,000
                                                                  ---------           ---------        ---------
         Net cash provided by financing
              Activities                                          1,260,000                   -        1,510,000
                                                                  ---------           ---------        ---------
              Net (decrease) increase in cash                     1,085,000             (58,000)       1,190,000

Cash, Beginning of Period                                           315,000             210,000          210,000
                                                                  ---------           ---------        ---------
Cash, End of Period                                              $1,400,000           $ 152,000       $1,400,000
                                                                  =========           =========        =========





</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)
                   One and Four Months ended December 31, 2000



                                                                                      For the                  For the
                                                                                     One Month               Four Months
                                                                                       Ended                    Ended
                                                                                    December 31              December 31
                                                                                       2000                     2000
                                                                                    -----------             -----------

<S>                                                                                  <C>                      <C>
Deficiency in net assets in
     liquidation at beginning of period                                              $(595,000)               $(595,000)

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

Accruals and costs during period of liquidation:
         None                                                                                -                        -
                                                                                     ---------                ---------
Deficiency in net assets in
     liquidation at December 31, 2000                                                $(345,000)               $(345,000)
                                                                                     =========                =========





</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

         On January 18, 2002,  RSI Holdings,  Inc. (the  "Company"),  executed a
letter  of intent  to  acquire  substantially  all of the  assets of  Employment
Solutions, LLC, a South Carolina limited liability company.

         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
is in the  business of locating  and  providing  temporary  labor  primarily  to
manufacturing  concerns in the  Southeastern  United States.  Most of Employment
Solutions'  employees are foreign  nationals.  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.

         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.

         During  the period  from  January 1, 2001  through  March 4, 2002,  the
Company searched for and investigated certain business opportunities.

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.

                                       5
<PAGE>

         The accompanying  unaudited condensed consolidated financial statements
at February 28, 2002 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.

         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

     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 note payable to the mother of the President and
        Chief Executive Officer of the Company 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 the President and Chief Executive
        Officer of the  Company  and his two adult  siblings 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
                                                                      ----------
                                                                      $1,510,000
                                                                      ==========

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.

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  temporary
labor primarily to  manufacturing  concerns in the  Southeastern  United States.
Most of  Employment  Solutions'  employees are foreign  nationals.  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  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.

         The  Company's  financial  statements  as of and for the  three and six
months ended February 28, 2002 have been prepared in accordance  with disclosure
requirements  applicable  to a  development  stage  entity  because  no  planned
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 and six months  ended  February  28,  2002,  the Company had no
revenues.

         General and  administrative  expenses were $68,000 and $125,000  during
the three and six months ended  February 28, 2002 as compared to $25,000  during
the two months ended  February 28, 2001.  These  expenses  during the six months

                                       7
<PAGE>

ended  February 28, 2002 include  salaries and related costs of $81,000;  legal,
accounting,  and shareholder  related  expenses of $21,000;  rent of $11,000 and
other administrative expenses of $12,000.

         Interest  expense  incurred  during  the  three  and six  months  ended
February  28, 2002 was $14,000 and $28,000,  respectively  as compared to $6,000
during the two months ended February 28, 2001.  Interest income in the amount of
$1,000 and $3,000 was earned on cash investments during the three and six months
ended February 28, 2002.

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.

Liquidity and Capital Resources

         Anticipated Liquidity Requirements

         Certain of the Company's  shareholders have advanced funds as discussed
under "Debt  Arrangements".  At February 28,  2002,  the  Company's  liabilities
exceeded its assets by $146,000.

         The  Company  anticipates  that its cash balances and cash generated by
the operations of its newly acquired  subsidiary,  Employment  Solutions will be
sufficient to fund its cash requirements during the next twelve months.

         Cash and Cash Equivalents

         The Company had cash and cash  equivalents  in the amount of $1,400,000
as of February 28, 2002. Cash includes  proceeds of loans made to the Company in
anticipation of the acquisition of Employment  Solutions in the aggregate amount
of $1,260,000 as discussed below.

         Debt Arrangements

         On August 31,  2001,  Minor H.  Mickel,  the mother of Buck A.  Mickel,
President and Chief Executive Officer of the Company 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.

         On February 14,  2002,  Minor H. Mickel  loaned the Company  $1,200,000
under the terms of an  unsecured  note payable  bearing  interest at 7% per year
with the principal  balance due on February 14, 2007. On February 25, 2002, Buck
A. Mickel and his two adult  siblings each loaned the Company  $20,000 under the
terms of an  unsecured  note  payable  bearing  interest at 7% per year with the
principal  balance due on February  25,  2002.  Total  proceeds of these  loans,
aggregating $1,260,000, were used in the purchase of Employment Solutions.

Debt converted into common stock

         On December  20, 2000,  Minor H. Mickel 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. Effective January 21, 2002, the entire principal amount
of $500,000 was converted into 6,666,666 shares of the Company's common stock.

                                       8
<PAGE>


Acquisition debt

         On March 4, 2002,  the  Company  through its  wholly-owned  subsidiary,
Employment  Solutions,  purchased  the assets of Employment  Solutions,  LLC for
total consideration of $2,060,000.  Cash of $1,260,000 was paid at closing.  The
remaining  consideration  of $800,000  was paid in the form of a five-year  note
bearing  interest at the rate of 6% per year secured by the Company's  pledge of
all the outstanding stock of Employment Solutions.














                                       9
<PAGE>


PART II.  Other information

ITEM 1.  LEGAL PROCEEDINGS*

ITEM 2.   CHANGES IN SECURITIES*

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES*

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

The  following  summarizes  the votes at the  Annual  Meeting  of the  Company's
shareholders held on January 24, 2002.

                                                                       Broker
      Matter           For      Against     Withheld    Abstentions   Nonvotes
      ------           ---      -------     ---------   -----------   --------
Election of
Directors
Buck A. Mickel       16,172,702     N/A           108,090        N/A        0
C. C. Guy            16,181,295     N/A            99,497        N/A        0
Charles M. Bolt      16,181,295     N/A            99,497        N/A        0
Joe F. Ogburn        16,172,702     N/A           108,090        N/A        0
Charles C. Mickel    16,181,295     N/A            99,497        N/A        0

Ratification of
Appointment of
Elliott, Davis &
Company L.L.P.
for fiscal 2002      16,182,541    1,776             N/A      96,475        0



ITEM 5.        OTHER INFORMATION*

On April 2, 2002, the Greenwood, South Carolina office and warehouse facility of
Employment   Solutions,   the  Company's  newly  acquired  subsidiary,   burned.
Substantially  all the furniture and equipment and historical  records contained
in the office were  destroyed,  including  substantially  all of the  historical
financial records of Employment Solutions,  LLC and its predecessor corporation.
The effect on operations  was not material.  The Company is currently  assessing
its  insurance  coverage.  The  Company is also  assessing  whether  the loss of
records will affect its ability to provide historical  financial  statements for
Employment Solutions.

*Items  1,  2,  and 3 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

                   The Company filed a Current Report on Form 8-K, dated January
                   21,  2002,  with  respect  to the  conversion  of a  $500,000
                   convertible  note  into  6,666,666  shares  of the  Company's
                   common  stock.  Also  included  were  disclosures   regarding
                   transfers of the Company's common stock to Buck A. Mickel and
                   his two adult siblings from their mother on January 28, 2002.

                                       10
<PAGE>
                                   SIGNATURES

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




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



 April 12, 2002                            /s/ Joe F. Ogburn
-----------------                          ------------------------------
     (Date)                                Joe F. Ogburn,
                                           Treasurer and Chief Financial Officer
                                           (Principal Accounting Officer)















                                       11