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, 2001 or
                                     -----------------
      Transition Report pursuant to Section 13 or 15(d) of the
----
         Securities Exchange Act of 1934

         For the Transition Period From                      to
                                              --------------    ---------------

                         COMMISSION FILE NUMBER 0-18091

                               RSI HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)

        NORTH CAROLINA                                56-1200363
----------------------------------           -------------------------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                  Identification No.)

                      28 East Court Street, P. O. Box 6847
                        Greenville, South Carolina 29606
 ------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (864) 271-7171
 ------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)

                                 Not Applicable
 ------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
Yes  X    No
   -----     -----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

Common Stock, $.01 Par Value - 16,798,154 shares outstanding as of July 05, 2001

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


<PAGE>
<TABLE>
<CAPTION>


                                      INDEX


                               RSI HOLDINGS, INC.
                          (A Development Stage Company)




PART I.  FINANCIAL INFORMATION                                                                     PAGE

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

     Condensed Consolidated balance sheet - May 31, 2001                                               1

     Condensed  consolidated  statement  of  operations  - Three and Five Months
     ended May 31, 2001 and Five Months ended January 31, 2000                                         2

     Condensed consolidated statement of cash flows - Five Months ended May 31, 2001
     and Five Months ended January 31, 2000                                                            3

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

     Notes to condensed consolidated financial statements -- May 31, 2001                              5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                                           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)
                                  May 31, 2001




Assets

<S>                                                                                            <C>
Current Assets:
     Cash                                                                                      $   117,000
     Accounts receivable                                                                             3,000
                                                                                               -----------
Total current assets                                                                               120,000

Property and equipment:
     Cost                                                                                           26,000
     Less accumulated depreciation                                                                  18,000
                                                                                               -----------
                                                                                                     8,000
                                                                                               -----------
                                                                                               $   128,000
                                                                                               ===========

Liabilities and shareholders' equity

Current liabilities:
     Accounts payable                                                                          $     3,000
     Accrued expenses                                                                               56,000
                                                                                               -----------
                                                                                                    59,000

Long-term debt - convertible note                                                                  500,000

Shareholders' equity:
     Common Stock, $.01 par value-authorized
         25,000,000 shares, issued and outstanding
         16,798,154 shares at May 31, 2001                                                         168,000
     Excess of paid-in capital over par value                                                    4,356,000
     Deficit related to liquidated operations                                                   (4,869,000)
     Deficit accumulated during development stage
         (beginning January 1, 2001)                                                               (86,000)
                                                                                               -----------
                                                                                                  (431,000)
                                                                                               -----------
                                                                                               $   128,000
                                                                                               ===========







</TABLE>




See accompanying notes.

                                       1
<PAGE>
<TABLE>
<CAPTION>


                               RSI Holdings, Inc.
                          (A Development Stage Company)
           Condensed Consolidated Statement of Operations (Unaudited)
                    Three and Five Months ended May 31, 2001
                     and Five Months ended January 31, 2000







                                                                        Three            Five             Five
                                                                        Months           Months          Months
                                                                         2001              2001           2000
                                                                       ---------        ---------      ---------
<S>                                                                   <C>               <C>            <C>
Revenues:
     Origination fees                                                 $      -          $       -      $ 648,000
     Gain on sale of loans                                                   -                  -        105,000
                                                                       ---------        ---------      ---------
         Total revenues                                                      -                  -        753,000


Expenses:
     Selling, general and
         administrative                                                  47,000            72,000      1,187,000
                                                                       --------          --------      ---------
         Loss from operations                                           (47,000)          (72,000)      (434,000)

Other income (expense):
     Interest income                                                      3,000             3,000         91,000
     Interest expense                                                   (11,000)          (17,000)       (51,000)
                                                                       ---------        ---------      ---------
     Total other income (expense)                                        (8,000)          (14,000)        40,000
                                                                       ---------        ---------      ---------
Net loss                                                               $(55,000)         $(86,000)     $(394,000)
                                                                       =========        =========      =========

Net loss per share - basic
     and diluted                                                       $   (.00)        $   (.01)     $    (.05)
                                                                       =========        =========      =========
Weighted average number
     of shares outstanding                                           16,798,154        16,709,854      7,905,914
                                                                     ===========       ==========      =========





</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.  Fiscal year 2001 amounts  above include  operations  from
January 1, 2001 through May 31, 2001.

The Company  changed its accounting  presentation  to the  liquidation  basis of
accounting  from the going  concern basis of  accounting  effective  January 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.

                                       2
<PAGE>
<TABLE>
<CAPTION>


                               RSI Holdings, Inc.
                          (A Development Stage Company)
           Condensed Consolidated Statement of Cash Flows (Unaudited)
                       Five Months ended May 31, 2001 and
                       Five Months ended January 31, 2000






                                                                                        2001             2000
                                                                                     ----------      -----------
<S>                                                                                  <C>             <C>
Cash (used in) provided by operating activities                                      $  (94,000)     $ 1,045,000

Investing activities
     Reduction of certificate of deposit                                                      -          250,000
     Purchase of equipment                                                                    -          (40,000)
     Proceeds from sale of equipment                                                      1,000                -
                                                                                     ----------      -----------
Net cash provided by investing activities                                                 1,000          210,000
                                                                                     ----------      -----------

Financing activities
     Advances under bank lines of credit                                                      -        6,308,000
     Payments on bank line of credit                                                          -       (7,319,000)
     Payment of deferred compensation                                                         -          (25,000)
     Other                                                                                    -            1,000
                                                                                     ----------      -----------
Net cash (used in) financing activities                                                       -       (1,035,000)
                                                                                     ----------      -----------
Increase (decrease) in cash and cash equivalents                                        (93,000)         220,000
Cash and cash equivalents at beginning of period                                        210,000           23,000
                                                                                     ----------      -----------
Cash and cash equivalents at end of period                                           $  117,000      $   243,000
                                                                                     ==========      ===========




</TABLE>










See accompanying notes.


                                       3
<PAGE>
<TABLE>
<CAPTION>


                               RSI Holdings, Inc.
                          (A Development Stage Company)
    Condensed Consolidated Statement of Changes in Net Assets in Liquidation
                                  (Unaudited)
                     Four Months ended December 31, 2000 and
                    Three and Four Months ended May 31, 2000






                                                                                 Four            Three            Four
                                                                                Months           Months          Months
                                                                                 2001             2000            2000
                                                                               ---------        --------        ---------
<S>                                                                            <C>             <C>               <C>
Deficiency in net assets in
     liquidation at beginning of period                                        $(595,000)      $(1,170,000)        (448,000)

Activity that provided net assets:
     Conversion of debt to common stock                                          250,000                 0                0

Accruals and costs during period of liquidation:
   Adjustment of property and equipment
     to estimated net realizable value                                                 0            22,000         (150,000)
   Compensation and related expenses                                                   0            (7,000)        (153,000)
   Interest expense                                                                    0            (2,000)         (70,000)
   Professional fees                                                                   0             2,000          (40,000)
   Rent                                                                                0            (5,000)        (219,000)
   Other                                                                               0             7,000          (73,000)
                                                                                --------          --------         --------
         Total accruals and costs during
              period of liquidation                                                    0            17,000         (705,000)
                                                                                --------          --------         --------
Deficiency in net assets in
     liquidation at end of period                                             $ (345,000)      $(1,153,000)     $(1,153,000)
                                                                              ==========        ==========      ===========





</TABLE>











See accompanying notes.


                                       4
<PAGE>


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

Liquidated operations.

As of  January  31,  2000,  RSI  Holdings,  Inc.  (the  "Company")  adopted  the
liquidation basis of accounting.

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.
The Company's wholly-owned subsidiary, HomeAdd Financial Corporation ("HomeAdd")
had   experienced   significant   recurring   losses  and  had  working  capital
deficiencies.  Because of the increased  difficulties  of HomeAdd in selling its
loans,  the  Company  decided  to cease  all of  HomeAdd's  business  operations
effective  January 31, 2000.  Consequently,  assets were valued at estimated net
realizable  value and liabilities  were presented at their estimated  settlement
amounts,  including  costs  associated  with carrying out the  liquidation.  The
Company  accrued  the costs  that it  estimated  would be  incurred  during  the
liquidation period of February 1, 2000 through December 31, 2000.

Development stage.

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.
Generally  accepted  accounting  principles 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 Company  presently  has no  material  net  assets.  Although  the Company is
looking for other business opportunities, it cannot determine at this time what,
if any, future business activities it may engage in.

The accompanying  unaudited condensed  consolidated  financial statements at May
31, 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, 2000.

Note B - Convertible Note Payable

On December  20,  2000,  the Company  issued a  convertible  note payable in the
amount of $500,000  bearing  interest  at 8.0% per year and due on December  20,
2005 to the mother of the President and Chief Executive  Officer of the Company.
This note is  convertible  into the Company's  common stock at the rate of $.075
per share.


Note C - Loss per share

The  Company  calculates  earnings  per share in  accordance  with SFAS No. 128,
"Earnings Per Share." SFAS No. 128 specifies the  computation,  presentation and
disclosure  requirements for earnings per share (EPS) for entities with publicly
held  common  stock  or  potential  common  stock  such  as  options,  warrants,
convertible securities or contingent stock agreements.

                                       5
<PAGE>

This standard specifies computation and presentation requirements for both basic
EPS and,  for entities  with  complex  capital  structures,  diluted EPS.  Basic
earnings per share are  computed by dividing net income by the weighted  average
common  shares  outstanding.  Diluted  earnings  per  share  is  similar  to the
computation of basic earnings per share except that the denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding if the dilutive potential common shares had been issued.

For the  period  ended  May 31,  2001,  the  Company  incurred  a net loss  from
operations. The effect of including stock options and long term convertible debt
would be  antidilutive  and therefore,  diluted  earnings per share has not been
presented.







                                       6
<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.  As of  December  31,  2000  the  Company  had
completed the liquidation of HomeAdd Financial Corporation, its only business.

         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  generally  accepted  accounting
principles.  The Company's financial statements as of and for the three and five
months  ended May 31, 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.  Although
the Company is looking for business  opportunities,  it cannot determine at this
time what, if any, future business activities it may engage in.

Liquidity and Capital Resources

         Anticipated Liquidity Requirements

         At May 31,  2001,  the  Company's  liabilities  exceeded  its assets by
$431,000.  The Company can give no  assurance  that its  available  cash will be
sufficient  to pay its  expenses  while  it  seeks to  identify  an  appropriate
business  opportunity.  It also can give no assurance  that  sufficient  working
capital will be available to finance a future business activity.

         Cash and Cash Equivalents

         The Company had cash and cash  equivalents in the amount of $117,000 as
of May 31, 2001.

         Debt Arrangements

         On  December  20,  2000,  the  Company  issued a note in the  amount of
$500,000  bearing interest at 8.0% and is payable to the mother of the President
and Chief  Executive  Officer of the Company on December 20, 2005.  This note is
convertible into Common Stock of the Company at $.075 per share.

                                       7
<PAGE>

PART II.  Other information

ITEM 1.   LEGAL PROCEEDINGS*

ITEM 2.   CHANGES IN SECURITIES*

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES*

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

ITEM 5.   OTHER INFORMATION*


*Items  1, 2, 3, 4 and 5 are not  presented  as they are not  applicable  or the
information  required  thereunder  is  substantially  the  same  as  information
previously reported.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Listing of Exhibits

     10.1 Convertible note dated December 20, 2000 issued by the Company payable
          to Minor H.  Mickel:  Incorporated  by reference to the Form 10-QSB of
          the Registrant  filed with the Securities and Exchange  Commission for
          the fiscal quarter ended November 30, 2000, File No. 0-18091).

           (b) Reports on Form 8-K

               There were no reports on Form 8-K filed during the fiscal quarter
               ended May 31, 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.
                                       --------------------------



 July 13, 2001                          /s/ Joe F. Ogburn
----------------                        ------------------------------
     (Date)                             Joe F. Ogburn,
                                        Treasurer and Chief Financial Officer
                                        (Principal Accounting Officer)







                                       9
<PAGE>





                                INDEX OF EXHIBITS


10.1 Convertible  note dated December 20, 2000 issued by the Company  payable to
     Minor H.  Mickel:  Incorporated  by  reference  to the Form  10-QSB  of the
     Registrant filed with the Securities and Exchange Commission for the fiscal
     quarter ended November 30, 2000, File No. 0-18091).