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 May 31, 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 - 7,907,488 shares outstanding as of July 7, 2000

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


<PAGE>
<TABLE>
<CAPTION>

                                      INDEX


                               RSI HOLDINGS, INC.



<S>      <C>                                                                                       <C>

PART I.  FINANCIAL INFORMATION                                                                     PAGE

Item 1.  Financial Statements (Unaudited)

     Condensed consolidated statement of net assets in liquidation
     -- May 31, 2000                                                                                   1

     Condensed consolidated statement of changes in net assets in
     liquidation - Period from February 1, 2000 through May 31, 2000                                   2

     Condensed consolidated statement of operations - Five months
     ended January 31, 2000 and Nine Months ended May 31, 1999                                         3

     Condensed consolidated statement of cash flows - Five Months
     ended January 31, 2000 and Nine Months ended May 31, 1999                                         4

     Notes to condensed consolidated financial statements --
     May 31, 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



</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                               RSI Holdings, Inc.
    Condensed Consolidated Statement of Net Assets in Liquidation (Unaudited)
                                  May 31, 2000


<S>                                                                                            <C>

Assets

     Cash                                                                                      $    15,000
     Property and equipment                                                                         22,000
     Other assets                                                                                    8,000
                                                                                               -----------
                                                                                               $    45,000
                                                                                               ===========
Liabilities

     Trade accounts payable                                                                    $    14,000
     Accrued expenses                                                                               67,000
     Note payable - bank                                                                           125,000
     Notes payable to shareholder                                                                  250,000
     Convertible debt payable to shareholder                                                       400,000
     Estimated costs during the remaining period of liquidation                                    342,000
                                                                                               -----------
                                                                                                 1,198,000
                                                                                               -----------
Net assets (liabilities) in liquidation                                                        $(1,153,000)
                                                                                               ===========













</TABLE>


See accompanying notes.
                                       1

<PAGE>
<TABLE>
<CAPTION>

                               RSI Holdings, Inc.
    Condensed Consolidated Statement of Changes in Net Assets in Liquidation
                                   (Unaudited)
               Period from February 1, 2000 through May 31, 2000



<S>                                                                                               <C>

Shareholders' deficit at February 1, 2000                                                         $   (448,000)

Accruals and costs during period of liquidation:
     Adjustment of property and equipment to estimated net realizable value                            150,000
     Compensation and related expenses                                                                 153,000
     Interest expense                                                                                   70,000
     Professional fees                                                                                  40,000
     Rent                                                                                              219,000
     Other                                                                                              73,000
                                                                                                   -----------
         Total accruals and costs during period of liquidation                                        (705,000)
                                                                                                   -----------
Net assets (liabilities) in liquidation at May 31, 2000                                            $(1,153,000)
                                                                                                   ===========














</TABLE>


See accompanying notes.
                                       2

<PAGE>

                               RSI Holdings, Inc.
           Condensed Consolidated Statement of Operations (Unaudited)
                       Five Months ended January 31, 2000
                       and Nine Months ended May 31, 1999







                                                      Five          Nine
                                                     Months        Months
                                                      2000          1999
                                                   ---------      ---------
Revenues:
     Origination fees                               $648,000      $ 691,000
     Gain on sale of loans                           105,000        148,000
                                                   ---------      ---------
         Total revenues                              753,000        839,000


Expenses:
     Selling, general and
         administrative                             1,187,000     1,547,000
                                                    ---------     ---------
         Loss from operations                        (434,000)     (708,000)

Other income (expense):
     Interest income                                   91,000        79,000
     Gain on sale of real estate                            0        71,000
     Interest expense                                 (51,000)      (43,000)
                                                     ---------     ---------
     Total other income (expense)                      40,000       107,000
                                                     ---------     ---------
Net loss                                            $(394,000)    $(601,000)
                                                     =========     =========

Net loss per share - basic
     and diluted                                    $    (.05)    $    (.08)
                                                     =========     =========
Weighted average number
     of shares outstanding                          7,905,914     7,903,185
                                                    =========     =========




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 May 31, 2000.  Fiscal Year 2000 amounts above include  operations  through
January 31, 2000,  the date of change to  liquidation  basis of accounting  from
going concern basis.

See accompanying notes

                                       3

<PAGE>
<TABLE>
<CAPTION>

                               RSI Holdings, Inc.
           Condensed Consolidated Statement of Cash Flows (Unaudited)
      Five Months ended January 31, 2000 and Nine Months ended May 31, 1999


<S>                                                                                  <C>            <C>
                                                                                        2000               1999
                                                                                     ----------      -----------
Cash provided by (used in) operating activities                                      $1,045,000      $  (629,000)

Investing activities
     Proceeds from sale of property                                                           0           85,000
     Reduction of certificate of deposit                                                250,000                0
     Purchase of equipment                                                              (40,000)         (51,000)
                                                                                     ----------      -----------
Net cash provided by investing activities                                               210,000           34,000
                                                                                     ----------      -----------
Financing activities
     Advances under bank lines of credit                                              6,308,000        9,054,000
     Payments on bank line of credit                                                 (7,319,000)      (8,701,000)
     Borrowings under long-term debt arrangements                                             0          250,000
     Payment of deferred compensation                                                   (25,000)         (45,000)
     Other                                                                                1,000            1,000
                                                                                     ----------       -----------
Net cash (used in) provided by financing activities                                  (1,035,000)         559,000
                                                                                     ----------       -----------
Increase (decrease) in cash and cash equivalents                                        220,000          (36,000)

Cash and cash equivalents at beginning of year                                           23,000           93,000
                                                                                     ----------      -----------
Cash and cash equivalents at end of period                                           $  243,000       $   57,000
                                                                                     ==========      ===========








</TABLE>









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 sold  more  than 90% of its  loans to a
single  federal bank in  California  during the months from January 1999 through
August 1999.  During fiscal year 2000 this bank reduced the number of loans that
it would buy,  which caused  increased  difficulties  for HomeAdd in selling its
loans.  Although  HomeAdd  sought to replace the bank in  California  with other
purchasers of mortgages and to operate profitably, it was unable to do so.

The Company had experienced significant recurring losses and had working capital
deficiencies.  Because of the increased  difficulties  of HomeAdd in selling its
loans as described above, the Company decided to cease all of HomeAdd's business
operations  effective January 31, 2000. The Company anticipates that no material
assets of the Company will remain after  payment of the  Company's  existing and
contingent liabilities.  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 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 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 May 31, 2000.

The accompanying  unaudited condensed  consolidated  financial statements at May
31, 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, 1999.

Note B - Convertible Note Payable

On February 16, 2000, a shareholder of the Company  loaned the Company  $400,000
in the form of a convertible  note payable  bearing  interest at 8% per year and
due on February 16, 2005. 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.

                                       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 anticipates that no material assets of the Company will
remain  after  payment of the  Company's  existing and  contingent  liabilities.
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  currently  estimates that the liquidation of HomeAdd's  assets
will be  completed  by December 31,  2000,  and the  estimated  costs during the
remaining  period of  liquidation  are  included in the  accompanying  condensed
consolidated  statement  of net assets in  liquidation.  These  estimated  costs
during the  liquidation  period  include the rent  obligation  of  approximately
$6,000 per month during the remaining  period of the lease through  August 2002.
The Company  also  recorded a  reduction  of the value of its  equipment  in the
amount of $150,000 to record losses realized on the sale of its equipment during
the liquidation period and to reduce the remaining  equipment at May 31, 2000 to
its  estimated  net  realizable  value  of  approximately  $22,000.  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 May 31,
2000.


                                      6
<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 below under "Debt  Arrangements".
At May 31, 2000, the Company's liabilities, including estimated costs during the
remaining period of liquidation, exceeded the net realizable value of its assets
by $1,153,000.  The Company has no assurance that its debt  arrangements will be
available to allow it to pay its liabilities during its liquidation period.

     Cash and Cash Equivalents

     The  Company had cash and cash  equivalents  in the amount of $15,000 as of
May 31, 2000.

     Debt Arrangements

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

     During  February  2000,  Minor H.  Mickel,  the  mother of Buck A.  Mickel,
President  and Chief  Executive  Officer  of the  Company,  loaned  the  Company
$400,000 under the terms of an 8% convertible note payable on February 16, 2005.
All principal and unpaid interest is convertible into the Company's common stock
at the conversion rate of $.075 per share at the option of either the Company or
the holder of the convertible note.

     The Company used the proceeds of the $400,000  convertible  note in part to
pay off the Company's  working  capital line of credit with a bank in the amount
of $150,000 and its $75,000 working capital line of credit with another bank.

     In addition,  the  Company's  $500,000 loan facility with a bank expired on
June 15,  2000.  The bank has not demanded  payment and the Company  expects the
loan  facility to be renewed  through  December 31, 2000.  This credit  facility
bears  interest  at the  prime  rate of the bank and is  payable  on  demand.  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.  Under the terms of the
facility,  RSI Holdings,  Inc. is required to maintain  tangible net worth of at
least  $1,000.  The Company does not have any  tangible  net worth.  There is no
assurance  that the $500,000  credit  facility  will be renewed or maintained or
that there will be  sufficient  cash  available  to pay the  liabilities  of the
Company.  At May 31, 2000 the  outstanding  balance  payable under this $500,000
credit facility was $125,000.

     During  the year ended  August 31,  1999,  the Estate of Buck  Mickel,  the
former  Chairman of the Board and Chief  Executive  Officer of the Company  (and
Buck A. Mickel's  father),  loaned the Company $250,000 bearing interest at 8.5%
per year payable quarterly. Proceeds from the loan were used for working capital
and the principal is payable ten years from the date of the loan.

                                       7
<PAGE>

     As  previously  discussed,  the Company  plans to  liquidate  the assets of
HomeAdd and use the proceeds to pay the liabilities of HomeAdd. The Company does
not  expect  that  the  proceeds  from  the  sale of  HomeAdd's  assets  will be
sufficient to pay the credit facility with the bank, the loan from the Estate of
Buck Mickel or the  convertible  note  payable to the  shareholder  as discussed
above. The Company expects that some or all of the unpaid  convertible debt will
be converted  into its Common  Stock.  The Company  also might issue  additional
shares of its Common Stock in exchange for the  remaining  balance of its unpaid
loans to the guarantor of the credit facility with the bank and to the holder of
the loan from the Estate of Buck Mickel.






                                       8
<PAGE>

PART II.  Other information

ITEM 1.  LEGAL PROCEEDINGS

     As  described  in the Form 10KSB for the year ended  August  31,  1999,  on
January 12, 1995, Mr. Cesar A. Cuenca served a complaint  against the Company in
the 11th  Judicial  Circuit  Court,  Dade County,  Florida  seeking  unspecified
damages in excess of the minimal  jurisdictional amount of the Court,  exclusive
of costs and  interest,  and  demanding  costs of the action  together with such
further relief as the Court shall deem fit. The Company has been informed by its
legal counsel that on May 10, 2000 the case was dismissed on a voluntary basis.

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  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.

27        Financial Data Schedule (electronic filing only)

                                       9
<PAGE>


(b)       The  Company  did not file any  reports  on Form 8-K  during the three
          months ended May 31, 2000.






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



July 12, 2000                                      /s/ Joe F. Ogburn
------------------------------                    --------------------------
   (Date)                                         Joe F. Ogburn,
                                                  Vice President and Treasurer
                                                  (Principal Accounting Officer)

                                       11
<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.

27        Financial Data Schedule (electronic filing only)