<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10QSB

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934
        For  the  quarterly  period  ended  March  31,  2002

[   ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

        Commission  File  No.  000-27233
                       ---------

                           RRUN VENTURES NETWORK, INC.
                           ---------------------------
             (Exact name of Registrant as specified in its charter)

     NEVADA                                 98-0204736
----------------                            ----------
(State  or  other  jurisdiction  of         (I.R.S.  Employer
incorporation  or  organization)            Identification  Number)

62  W.  8th  Avenue,  4th  Floor
Vancouver,  British  Columbia,  Canada      V5Y  1M7
--------------------------------------      --------
(Address of principal executive offices)    (Zip  Code)

Issuer's  telephone  number,
 including  area  code:                     (604)  682-6541
                                            ---------------

Check  whether  the  issuer
(1)  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  last  practicable  date.

          Class                        Outstanding  as  of  March  31,  2002
----------------------------------     -------------------------------------
$0.0001  par  value  Common  Stock                    15,614,724

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

                                       1
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

Item  1.          Financial  Statements

The accompanying unaudited financial statements have been prepared in accordance
with  the  instructions  to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation  of  financial  position,  results  of  operations, cash flows, and
stockholders'  equity  in  conformity  with  generally  accepted  accounting
principles.  In  the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and  all  such  adjustments  are  of  a normal recurring nature.
Operating  results for the three months ended March 31, 2002 are not necessarily
indicative  of the results that can be expected for the year ending December 31,
2002.

                                       2
<PAGE>




                           RRUN VENTURES NETWORK INC.
                          (A Development Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



<PAGE>


<TABLE>
<CAPTION>

                          RRUN  VENTURES  NETWORK  INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                            (Stated in U.S. Dollars)




                                         MARCH 31     DECEMBER 31
                                          2002           2001
------------------------------------------------------------------
<S>                                    <C>           <C>


ASSETS
Current
  Cash                                 $    31,993   $      1,421
  Goods and Services Tax
  recoverable                                1,671          5,014
  Prepaid expense                           14,089            342
                                       ---------------------------
                                            47,753          6,777

Capital Assets                              34,241         36,929
Investment                                   6,750          6,750
                                       ---------------------------

                                       $    88,744   $     50,456
==================================================================
LIABILITIES
Current
  Accounts payable                     $ 1,678,415   $  1,113,855
  Loans and advances payable               552,912        518,998
                                       ---------------------------
                                         2,231,327      1,632,853
                                       ---------------------------

STOCKHOLDERS' DEFICIENCY

Share Capital
 Authorized:
  100,000,000 common shares,
  par value $0.0001 per share

 Issued and outstanding:
  15,614,724 common shares
  at March 31, 2002 and
  14,614,724 at
  December 31, 2001                          1,562          1,462

 Add:  Share subscriptions received:
  571,250 common shares at
  March 31, 2002 and
  50,000 at December
  31, 2000                                 109,000         10,000

 Additional paid-in capital                219,644        109,744

Deficit                                 (2,472,789)    (1,703,603)
                                       ---------------------------
                                        (2,142,583)    (1,582,397)
                                       ---------------------------

                                       $    88,744   $     50,456
==================================================================

</TABLE>




<PAGE>


<TABLE>
<CAPTION>

                           RRUN  VENTURES  NETWORK  INC.
                          (A Development Stage Company)

                CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
                                   (Unaudited)
                            (Stated in U.S. Dollars)










---------------------------------------------------------------
                                                      INCEPTION
                                                      OCTOBER 12
                               THREE MONTHS ENDED     2000 TO
                                   MARCH 31           MARCH 31
                              2002         2001        2002
---------------------------------------------------------------

<S>                          <C>          <C>         <C>
Revenue                      $    25,000  $        -  $   29,000
                             ------------------------------------
Expenses
  Administrative services          6,101      43,771      95,984
  Amortization                     2,687         226       9,115
  Business development           191,166           -     407,574
  Consulting                     260,001     267,524     307,560
  Equipment leases                 7,474           -      22,395
  Investor relations             171,774           -     297,921
  Marketing                          541           -      35,902
  Media design                    15,983           -      76,106
  Office, rent and sundry         50,972      15,034     159,869
  Professional fees               25,605       4,475     160,117
  Software development            38,888           -     817,146
  Travel                           9,650       6,654      78,281
  Wages and benefits              13,344           -      21,683
                             ------------------------------------
                                 794,186     337,684   2,489,653
                             ------------------------------------

Loss Before The Following        769,186     337,684   2,460,653

Minority Interest In Loss
Of Subsidiary                          -           -        (219)
                             ------------------------------------

Net Loss For The Period      $   769,186  $  337,684  $2,460,434
=================================================================
Net Loss Per Share           $      0.05  $     0.06
=====================================================

Weighted Average Number
Of Common Shares
Outstanding                   14,781,391   6,108,780
=====================================================
</TABLE>




<PAGE>



<TABLE>
<CAPTION>

                           RRUN VENTURES NETWORK INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                            (Stated in U.S. Dollars)



--------------------------------------------------------------------------------
                                                                INCEPTION
                                                                  OCTOBER 12
                                      THREE MONTHS ENDED          2000 TO
                                           MARCH 31               MARCH 31
                                         2002        2001         2002
--------------------------------------------------------------------------------

<S>                                      <C>         <C>         <C>
Cash Flows From
Operating Activities
  Net loss for the period                $(769,186)  $(337,684)  $(2,460,434)

Adjustments To Reconcile
Net Loss To Net Cash
Used By Operating Activities
  Amortization                               2,687         226         9,115
  Issue of common stock for expenses        60,000           -        68,200
  Minority interest in loss of subsidiary        -           -          (219)
  Goods and Services Tax recoverable         3,343           -        (1,671)
  Prepaid expense                          (13,747)        500       (14,089)
  Accounts payable                         614,561     218,732     1,652,612
  Loans and advances payable                33,914     117,139       594,250
                                          -----------------------------------
                                           (68,428)     (1,087)     (152,236)
                                          -----------------------------------
Cash Flows From
Investing Activities
  Net asset deficiency of
   legal parent at date of
   reverse take-over transaction                 -           -       (12,355)
  Purchase of capital assets                     -      (6,022)      (43,357)
                                          -----------------------------------
                                                 -      (6,022)      (55,712)
                                          -----------------------------------
Cash Flows From
Financing Activities
  Shares issued for cash                         -           -        13,400
  Share subscriptions received              99,000           -       109,000
                                          -----------------------------------

                                            99,000           -       122,400
                                          -----------------------------------
Increase (Decrease) In Cash                 30,572      (7,109)      (85,548)

Cash Acquired On Acquisition
Of Subsidiary                                    -           -       117,541

Cash, Beginning Of Period                    1,421      10,794             -
                                          -----------------------------------


Cash, End Of Period                      $  31,993   $   3,685   $    31,993
=============================================================================

</TABLE>




<PAGE>



<TABLE>
<CAPTION>

                                    RRUN VENTURES NETWORK INC.
                                  (A Development Stage Company)

                        CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

                                          MARCH 31, 2002
                                           (Unaudited)
                                     (Stated in U.S. Dollars)



                                               ADDITIONAL
                                               PAID-IN
                         SHARES      AMOUNT    CAPITAL     DEFICIT        TOTAL
                      ---------------------------------------------------------
<S>                      <C>          <C>       <C>        <C>           <C>

Shares issued for
 cash and services    4,200,000   $ 4,200   $      -   $         -   $    4,200
Adjustment to number
 Of shares
 issued and
 outstanding as
 a result of
 the acquisition
 of RAHX, Inc.
  RAHX, Inc.         (4,200,000)   (4,200)         -             -       (4,200)
  RRUN Ventures Inc.  5,708,780     5,709     (1,509)            -        4,200
Adjustment to stated
 value of
 stockholders' equity
 to reflect
 minority interest
 in the
 net assets of
 RAHX, Inc.
 at the acquisition
 date                         -         -       (219)            -         (219)
Net asset deficiency of
 legal parent at date of
 reverse take-over
 transaction                  -         -          -      (12,355)      (12,355)
Shares issued to acquire
 investment in Kaph Data
 Engineering Inc.       400,000       400      6,350             -        6,750
Loss for the period           -         -          -       (79,249)     (79,249)
                    -----------  --------  ---------  ------------  ------------

Balance, December
 31, 2000             6,108,780     6,109      4,622       (91,604)     (80,873)

Adjustment to
 number of
 shares issued
 and outstanding
 as a result of
 the acquisition
 of RRUN Ventures,
 Inc.
  RRUN Ventures,Inc. (6,108,780)   (6,109)    (4,622)            -      (10,731)
  RRUN Ventures
   Network Inc.          288,420       288     10,443             -       10,731
Fair value of
 shares issued
 in connection
 with the
 acquisition of
 RRUN Ventures,
 Inc.                   305,439       306     28,325             -       28,631
                    -----------  --------  ---------  ------------  ------------

                        593,859       594     38,768       (91,604)     (52,242)
Increase in
 issued shares
 due to 20 for
 1 stock split       11,283,321       594       (594)            -            -
Shares issued
 for debt             1,867,544       187     54,257             -       54,444
Shares issued
 for cash               670,000        67     13,333             -       13,400
Shares issued
 for services           200,000        20      3,980             -        4,000
Loss for the year             -         -          -    (1,611,999)  (1,611,999)
                    -----------  --------  ---------  ------------  ------------

Balance, December
 31, 2001            14,614,724     1,462    109,744    (1,703,603)  (1,592,397)

Shares issued
 for debt               500,000        50     49,950             -       50,000
Shares issued for
 services               500,000        50     59,950             -       60,000
Loss for the period           -         -          -      (769,186)    (769,186)
                    -----------  --------  ---------  ------------  ------------

Balance, March 31,
 2002                15,614,724   $ 1,562   $219,644   $(2,472,789) $(2,251,583)
                    ============================================================
</TABLE>




<PAGE>

                           RRUN VENTURES NETWORK INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.     BASIS  OF  PRESENTATION

The  unaudited  consolidated  financial statements as of March 31, 2002 included
herein have been prepared without audit pursuant to the rules and regulations of
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in  financial statements prepared in accordance
with  United States generally accepted accounting principles have been condensed
or  omitted  pursuant  to  such  rules  and  regulations.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary  for  a  fair  presentation  have been included.  It is suggested that
these consolidated financial statements be read in conjunction with the December
31,  2001  audited  consolidated  financial  statements  and  notes  thereto.


2.     NATURE  OF  OPERATIONS

a)     Organization

The  Company  was  incorporated  in  the State of Nevada, U.S.A., on October 12,
2000.

b)     Development  Stage  Activities

The  Company was organized as a holding company to develop or acquire innovative
ventures  with  an  emphasis  on serving the lifestyle needs of the 18 - 34 year
Digital  Generation  through  the production and marketing of lifestyle products
and services.  The Company's initial venture is RAHX, a business concept focused
on  delivering,  for  its  customers,  a  consolidated  Entertainment Experience
Network  comprised of many services ranging from digital media peer to peer file
exchange  to  live  entertainment  and  online video games.  The Company's other
venture  is AXXUS, an enhanced e-commerce and communication backbone technology.

<PAGE>
                           RRUN VENTURES NETWORK INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



2.     NATURE  OF  OPERATIONS  (Continued)

c)     Going  Concern

Since  inception,  the  Company has suffered recurring losses, net cash outflows
from  operations  and,  at March 31, 2002, has a working capital deficiency of $
2,183,574.  The  Company  expects  to  continue  to  incur substantial losses to
complete  the  development  and testing of its technology.  Since its inception,
the  Company  has  funded  operations through common stock issuances and related
party loans in order to meet its strategic objectives.  Management believes that
sufficient  funding will be available to meet its business objectives, including
anticipated  cash needs for working capital, and is currently evaluating several
financing  options.  However, there can be no assurance that the Company will be
able  to  obtain  sufficient  funds  to  continue  the  development  of  and, if
successful, to commence the sale of its products under development.  As a result
of  the foregoing, there exists substantial doubt about the Company's ability to
continue  as  a  going  concern.  These consolidated financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


3.     SIGNIFICANT  ACCOUNTING  POLICIES

The  consolidated  financial  statements  of  the  Company have been prepared in
accordance  with  generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of consolidated financial statements for a period
necessarily  involves  the  use  of estimates which have been made using careful
judgement.

The  consolidated  financial  statements  have,  in  management's  opinion, been
properly  prepared  within  reasonable  limits  of  materiality  and  within the
framework  of  the  significant  accounting  policies  summarized  below:

a)     Consolidation

These consolidated financial statements include the accounts of the Company, its
100% owned subsidiaries, RRUN Labs Inc. and AXXUS Corporation, and its 67% owned
subsidiary,  RAHX,  Inc.



<PAGE>
                           RRUN VENTURES NETWORK INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

b)     Development  Stage  Company

The  Company  is  a  development  stage  company as defined in the Statements of
Financial Accounting Standards No. 7.  The Company is devoting substantially all
of  its  present  efforts  to  establish  a new business and none of its planned
principal  operations  have  commenced.  All  losses accumulated since inception
have  been  considered  as  part  of the Company's development stage activities.

c)     Investments

Investments  in  companies owned less than 20% are recorded at the lower of cost
or  fair  market  value.

d)     Software  Development  Costs

The costs to develop new software products and enhancements to existing software
products  will  be expensed as incurred until technological feasibility has been
established.  Once  technological  feasibility  has  been  established,  any
additional  costs  will  be  capitalized.

e)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for  Income Taxes" (SFAS 109). This standard requires the use of an
asset  and  liability  approach for financial accounting and reporting on income
taxes.  If it is more likely than not that some portion or all if a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

f)     Amortization

Capital  assets  are  being  amortized  on  the  declining  balance basis at the
following  rates:

Computer  equipment                 30%
Computer  software                 100%
Office furniture and  equipment     20%



<PAGE>
                           RRUN VENTURES NETWORK INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



3.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

g)     Stock  Based  Compensation

The  Company  accounts  for  stock  based  employee compensation arrangements in
accordance  with  the provisions of Accounting Principles Board Opinion No. 25 -
"Accounting  for  Stock  Issued to Employees" (APB No. 25) and complies with the
disclosure  provisions  of Statement of Financial Accounting Standards No. 123 -
"Accounting  for  Stock  Based  Compensation" (SFAS No. 123).  Under APB No. 25,
compensation  expense is recognized based on the difference, if any, on the date
of  grant between the estimated fair value of the Company's stock and the amount
an  employee  must pay to acquire the stock.  Compensation expense is recognized
immediately  for  past services and rateably for future services over the option
vesting  period.

h)     Financial  Instruments

The  Company's  financial  instruments consist of cash, GST recoverable, prepaid
expenses  and  accounts  payable.

Unless  otherwise  noted,  it  is  management's opinion that this Company is not
exposed  to  significant  interest  or credit risks arising from these financial
instruments.  The  fair  value  of these financial instruments approximate their
carrying  values,  unless  otherwise  noted.

i)     Net  Loss  Per  Share

Net  loss  per  share  is calculated using the weighted average number of common
shares  outstanding  during  the  period.  Fully  diluted  loss per share is not
presented  as  the  impact  of  the  exercise  of  options  is  anti-dilutive.


<PAGE>



Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operations

FORWARD  LOOKING  STATEMENTS

This  report  on  Form 10-QSB contains certain forward-looking statements within
the meaning of section 21(e) of the Securities Exchange Act of 1934, as amended,
and  other  applicable  securities laws. All statements other than statements of
historical  fact  are  "forward-looking  statements"  for  purposes  of  these
provisions,  including any projections of earnings, revenues, or other financial
items; any statements of the plans, strategies, and objectives of management for
future  operation; any statements concerning proposed new products, services, or
developments,  any  statements  regarding  future  economic  conditions  or
performance,  statements  of belief, and any statement of assumptions underlying
any  of  the  foregoing. Such forward-looking statements are subject to inherent
risks  and  uncertainties, and actual results could differ materially from those
anticipated  by  the  forward-looking  statements.


RESULTS  OF  OPERATIONS

Calendar  Year  Ended  December  31,  2000

For the year ended December 31, 2000, we earned no revenues.  During the year we
incurred  expenses  of  $79,468.  The  expenses  incurred  were  predominately
administrative,  consulting  and  professional  fees  relating  primarily to the
merger  of  RRUN  Ventures  Inc.  with  United  Management Inc.  Since we had no
revenues,  we incurred a net loss from operations of $79,249 for the fiscal year
after  a  Minority  Interest  In  Loss  of  Subsidiary  of  $219.

Calendar  Year  Ended  December  31,  2001

For  the  year  ended  December 31, 2001, we earned revenues of $4000. These one
time  revenues  were from Digital Design Interactive services provided by one of
our  internal  support  units.  These  revenues  will  not  be recurring as that
internal  support  unit  is  not  a revenue producing unit.   During the year we
incurred  expenses  of  $1,615,999.  Of theses expenses, $778, 258 were software
development  costs. We incurred a net loss from operations of $1,611,999 for the
fiscal  year.

Calendar  Quarter  Ended  March  31,  2002

For  the  quarter  ended  March  31,  2002,  we  earned revenues of $25,000. The
revenues  were from licensing of rights for the use of our AXXUS technology. The
licensing  agreement was executed during the quarter and additional revenue will
be  earned  from  that  agreement.

                                       3
<PAGE>

During  the quarter, we incurred expenses of $794,186.  These operating expenses
included  $38,  888  in  software  development,  $260,001 in consulting fees and
$191,166  in  business  development  costs.
We  incurred a net loss from operations of $769,186 for the fiscal quarter ended
March  31,  2002.

We  do  not  anticipate  significant  revenue  growth  until  such  time  as:
1. the development of RAHX 1.0 software is completed,  commercially released and
has  secured  a  significant  customer  base  to  generate  revenues  and;
2.  the  development  and  launch  our  RAHX  Live  business  division  unit  .

At  this  time, we continue to be a development stage company and can provide no
assurance  that  we will be successful in completing development of our software
or  that  we will earn revenues from our software, web site and related products
once  development  is  complete.

Liquidity  and  Financial  Condition

We  had  cash-on  hand  of  totaling  $31,993  as  of  March  31  2002.

We  require  approximately  $6,000,000  in operational capital for the 12 month.
We  hopes  to  secure  the financing to satisfy the capital needs for each phase
through  the  execution  of various funding methods, primarily private placement
investments.  We hopes to achieve this by securing relationships with investment
bankers,  venture  capitalist,  and/or finance advisors that have the experience
and  relationships  to  aid  the  Company  with its capital raising efforts. The
source  of  the  private  placement  financing  will  be  comprised  of a mix of
principal shareholders, private investors and venture capital companies.  If the
funding is unavailable, in whole or in part, at the expected time, we will delay
implementation  of  entire  components  of certain aspects of the implementation
plan until the necessary funding is secured.  There cannot be any assurance that
we will raise sufficient capital to meet it business plan. In addition to delays
to  the  implementation plan, if sufficient capital is not raised, we may suffer
consequences  including but not limited to the following; we may have to suspend
or discontinue operations of one or more of its business units, such as RAHX; we
may  have  to  suspend  or  discontinue  operations.


PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

Other than the proceedings described herein, RRUN is not a party to any material
legal proceedings and to RRUN's knowledge, no such proceedings are threatened or
contemplated.  At  this  time  we  have  no  bankruptcy, receivership or similar
proceedings  pending.

                                       4
<PAGE>

Randolph  C. Demuynck filed a lawsuit in February, 2002 in the Lynchburg General
District Court for the Commonwealth of Virginia. The action concerned an alleged
claim  for  unpaid wages of an employee of RRUN Labs, Inc., a subsidiary of RRUN
Ventures  Network,  Inc.  The  amount of the lawsuit is $7,524.42, not including
interest  accruing  from  October  30,  2001  at  9%  plus  court  costs of $56.

James  E. Silverstrim filed a lawsuit in February, 2002 in the Lynchburg General
District Court for the Commonwealth of Virginia. The action concerned an alleged
claim  for  unpaid wages of an employee of RRUN Labs, Inc., a subsidiary of RRUN
Ventures  Network,  Inc.  The amount of the lawsuit is $11,439.67, not including
interest  accruing  from  October  30,  2001  at  9%  plus  court  costs of $56.

In  April,  2002,  the Company received notice that Luke Kolesar filed a lawsuit
against  the Company in Lynchburg General District Court for the Commonwealth of
Virginia.  The action concerned an alleged claim for unpaid wages of an employee
of  RRUN  Labs,  Inc., a subsidiary of RRUN Ventures Network, Inc. The amount of
the  lawsuit is $6,853.85, not including interest accruing from October 30, 2001
at  9%  plus  court  costs  of  $56.

In  addition,  the Company believes that there are approximately two-dozen other
former  employees  of  RRUN Labs, Inc. who are owed wages by RRUN Labs, Inc. The
total  amount of unpaid wages claims, not yet subject to any lawsuit against the
Company,  is  approximately  $168,000.

Item  2.  Changes  in  Securities

Recent  Sales  of  Unregistered  Securities
-------------------------------------------


During  January  of 2002, we issued 100,000 shares of its previously authorized,
but unissued common stock.  The shares were issued to one person in exchange for
cash.  The  transaction  was  valued  at $0.25 per share. The transaction was an
isolated  transaction  with  a person having a close affiliation with us and was
exempt  from  registration  under the Securities Act of 1933 pursuant to Section
4(2)  of  the  Act because of not being part of a public offering.  The offering
was  for a limited purpose and did not use the machinery of public distribution.

During  February of 2002, we issued 500,000 shares of its previously authorized,
but  unissued  common  stock.  The  shares  were  issued  to  two individuals in
exchange  for  consulting  services.  The  transaction  was  valued at $0.12 per
share.  The  shares  were  registered  on Form S-8 filed by the Company with the
Securities  and  Exchange  Commission.

During March of 2002, we issued 500,000 shares of its previously authorized, but
unissued  common  stock.  The  shares  were issued to one person in exchange for
cancellation  of  debt.  The  shares  were  registered  on Form S-8 filed by the
Company  with  the  Securities  and  Exchange  Commission.

                                       5
<PAGE>

During  March of 2002, we issued 31,250 shares of its previously authorized, but
unissued  common  stock.  The  shares  were  issued  to one unrelated company in
exchange  for  cash.  The  transaction  was  valued  at  $0.32  per  share.  The
transaction was an isolated transaction with a person having a close affiliation
with  us  and  was  exempt  from  registration  under the Securities Act of 1933
pursuant  to  Section  4(2)  of  the  Act  because of not being part of a public
offering.  The  offering was for a limited purpose and did not use the machinery
of  public  distribution.

During  March of 2002, we issued 10,000 shares of its previously authorized, but
unissued  common  stock.  The  shares  were  issued  to one unrelated company in
exchange  for  cash.  The  transaction  was  valued  at  $0.30  per  share.  The
transaction was an isolated transaction with a person having a close affiliation
with  us  and  was  exempt  from  registration  under the Securities Act of 1933
pursuant  to  Section  4(2)  of  the  Act  because of not being part of a public
offering.  The  offering was for a limited purpose and did not use the machinery
of  public  distribution.

As  at  March  31, 2002, we also issued incentive stock options to the following
officers,  directors  and  consultants.

            Optionee                                      Options  Granted
        ---------------                                   ----------------
        Ray  Hawkins                                              200,000
        Pavel  Bains                                              150,000
        Edwin  Kwong                                              180,000
        Emanuel  Koseos                                           120,000
        Other  Consultants  and  employees                      1,550,000
                                                             ------------
        Total  #  of  Options  Granted                          2,200,000


These  options  were  issued  at various exercise prices between $0.10/share and
$0.20/share.  One  Million  Five  Hundred  Fifty  Thousand  (1,550,000) of these
options  were  awarded  to 8 employees and consultants working for RRUN, and Six
Hundred  Fifty  Thousand  (650,000)  options  were  awarded  to  4  Officers and
Directors  of  RRUN.

As  at  March  31,  2002,  we  also  issued warrants to purchase common stock to
consultants  and advisors. The warrants issued allow the holders to purchase One
Million  (1,000,000)  shares of our common stock at exercise prices ranging from
$0.10 to $1.00 per share.  No warrants were issued to our directors or

                                       6
<PAGE>

officers.  No  warrant  holder  received  an  issuance  of warrants to make such
warrant  holder  a  5%  or  greater  stockholder  of  the  Company.

As  at  March 31, 2002, of all warrants issued, one warrant was exercised by one
individual  for a total of 180,000 shares at $0.20 per share.   In addition, one
warrant  to  one  unrelated  company  for  100,000  shares  was  cancelled.


Item  3.  Defaults  upon  Senior  Securities

None

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

None

Item  5.  Other  Information

None

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

(a)  Exhibits
   ----------


99.1     Risk  Factors


(b)  Reports  on  Form  8-K
     ----------------------

None


                                       7
<PAGE>

                                   SIGNATURES

In  accordance with the requirements of the Securities and Exchange Act of 1934,
the  Registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorised.

RRUN  Ventures  Network,  Inc.

Date:     May  20,  2002


By:   /s/ Ray Hawkins
     -------------------------------
     Ray Hawkins,  President

By:  /s/ Edwin Kwong
     -------------------------------
     Edwin Kwong,  Principal  Accounting  Officer




                                       8