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, 2003

[ ]   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, 2003
-----------------------------    ---------------------------------
$0.0001 par value Common Stock              58,154,790

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,
2003 are not necessarily indicative of the results that can be
expected for the year ending December 31, 2003.

                                2

<PAGE>

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

                     CONSOLIDATED FINANCIAL STATEMENTS

                              MARCH 31, 2003
                                (Unaudited)
                         (Stated in U.S. Dollars)

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

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

-----------------------------------------------------------------------------
                                                  MARCH 31       DECEMBER 31
                                                    2003            2002
-----------------------------------------------------------------------------

ASSETS

Current
  Cash                                           $        124   $         32
  Goods and Services Tax recoverable                    4,424          5,786
  Prepaid expense                                      47,528            345
  Notes receivable                                     13,125         13,125
                                                -----------------------------
                                                       65,201         19,288
Capital Assets                                          7,715          8,230
                                                -----------------------------

                                                 $     72,916   $     27,518
=============================================================================

LIABILITIES

Current
  Accounts payable                               $  1,463,084   $  1,374,920
  Loans and advances payable                          541,460        528,581
                                                -----------------------------
                                                    2,004,544      1,903,501
                                                -----------------------------

STOCKHOLDERS' DEFICIENCY

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

  Issued and outstanding:
    56,154,790 common shares at March 31, 2003
     and 45,654,790 at December 31, 2002                5,616          4,566

  Add:  Share subscriptions received:
    1,685,000 common shares at March 31, 2003
     and 36,250 at December 31, 2002                    8,045          1,450

  Additional paid-in capital                        1,138,534      1,087,084

Deficit                                            (3,083,823)    (2,969,083)
                                                -----------------------------
                                                   (1,931,628)    (1,875,983)
                                                -----------------------------

                                                 $     72,916   $     27,518
=============================================================================

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

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

-----------------------------------------------------------------------------
                                                                 INCEPTION
                                                                 OCTOBER 12
                                       THREE MONTHS ENDED         2000 TO
                                            MARCH 31              MARCH 31
                                       2003          2002           2003
-----------------------------------------------------------------------------

Revenue                             $       -     $         -  $      9,000
                                   ------------------------------------------

Expenses
  Administrative services                  2,267         6,101       156,837
  Amortization                               516         2,687        15,761
  Business development                    21,000       191,166       739,106
  Consulting                              50,000       260,001       520,963
  Equipment leases                          -            7,474        35,796
  Investor relations                         295       171,774       391,694
  Marketing                                 -              541        36,389
  Media design                               180        15,983        84,055
  Office, rent and sundry                 32,545        50,956       297,739
  Professional fees                        7,441        25,605       273,034
  Software development                      -           38,888       855,135
  Travel                                     496         9,650       112,203
  Wages and benefits                        -           13,344        28,281
                                   ------------------------------------------
                                         114,740       794,170     3,546,993
                                   ------------------------------------------

Loss Before The Following                114,740       769,170     3,537,993

Write Down Of Investment                    -             -            6,750
Minority Interest In Loss Of
 Subsidiary                                 -             -             (219)
                                   ------------------------------------------
Loss From Continuing
 Operations                              114,740       769,170     3,544,524

Gain On Disposition Of
 Subsidiary                                 -             -         (419,427)
Discontinued
 Operations                                 -           24,984       (53,629)
                                   ------------------------------------------

Net Loss For The Period             $    114,740  $    769,186  $  3,071,468
=============================================================================

Net Loss Per Share                  $      0.01   $      0.05
==============================================================

Weighted Average Number Of
 Common Shares Outstanding            49,543,679    14,781,391
===============================================================

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

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

-----------------------------------------------------------------------------
                                                                 INCEPTION
                                                                 OCTOBER 12
                                       THREE MONTHS ENDED         2000 TO
                                            MARCH 31              MARCH 31
                                       2003          2002           2003
-----------------------------------------------------------------------------

Cash Flows From Operating
 Activities
  Loss from continuing operations   $   (114,740) $   (769,170) $ (3,544,524)

Adjustments To Reconcile Net
 Loss To Net Cash Used By
 Operating Activities
  Amortization                               516         2,687        15,761
  Issue of common stock for
   expenses                               52,500        60,000       345,690
  Write down of investment                  -             -            6,750
  Minority interest in loss of
   subsidiary                               -             -             (219)
  Goods and Services Tax
   recoverable                             1,362         3,343        (4,424)
  Prepaid expense                        (47,183)      (13,747)      (47,528)
  Notes receivable                          -             -          (13,125)
  Accounts payable                        88,163       614,561     2,034,763
  Loans and advances payable              12,879        33,914       668,900
                                   ------------------------------------------
                                          (6,503)      (93,412)     (537,956)
                                   ------------------------------------------


Cash Flows From Investing
 Activities
  Net asset deficiency of legal
   parent at date of reverse
   take-over transaction                    -             -          (12,355)
  Purchase of capital assets                -             -          (43,493)
                                   ------------------------------------------

                                            -             -          (55,848)
                                   ------------------------------------------


Cash Flows From Financing
 Activities
  Shares issued for cash                    -             -          414,712
  Share subscriptions received             6,595        99,000         8,045
                                   ------------------------------------------

                                           6,595        99,000       422,757
                                   ------------------------------------------


Increase (Decrease) In Cash                   92         5,588      (171,047)

Net Cash From Discontinued
 Operations                                 -           24,984        53,630

Cash Acquired On Acquisition Of
 Subsidiary                                 -             -          117,541

Cash, Beginning Of Period                     32         1,421          -
                                   ------------------------------------------


Cash, End Of Period                 $        124  $     31,993  $        124
=============================================================================

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

             CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

                                MARCH 31, 2003
                                  (Unaudited)
                           (Stated in U.S. Dollars)

                                            ADDITIONAL
                                             PAID-IN
                          SHARES   AMOUNT    CAPITAL    DEFICIT       TOTAL
                        -----------------------------------------------------

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)

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

             CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY

                                MARCH 31, 2003
                                  (Unaudited)
                           (Stated in U.S. Dollars)

                                            ADDITIONAL
                                             PAID-IN
                          SHARES    AMOUNT   CAPITAL    DEFICIT       TOTAL
                        -----------------------------------------------------

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

Shares issued for debt  11,163,816  1,116     268,026        -        278,142
Shares issued for
 services               13,845,000  1,384     283,606        -        275,990
Shares issued for cash
 and notes receivable    7,861,250    787     461,912        -        462,698
Shares cancelled        (1,830,000)  (183)    (61,204)       -        (61,387)
Forgiveness of
 shareholder debt             -      -         25,000        -         25,000
Loss for the year             -      -           -     (1,265,480) (1,265,480)
                        -----------------------------------------------------

Balance, December 31,
 2002                   45,654,790  4,566   1,087,084  (2,969,083) (1,877,434)

Shares issued for
 services               10,500,000  1,050      51,450        -         52,500
Loss for the period           -      -           -       (114,740)   (114,740)
                        -----------------------------------------------------

Balance, March 31, 2003 56,154,790 $5,616 $ 1,138,534 $(3,083,823)$(1,939,674)
                        =====================================================

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               MARCH 31, 2003
                                 (Unaudited)
                           (Stated in U.S. Dollars)

1.  BASIS OF PRESENTATION

The unaudited consolidated financial statements as of March 31,
2003 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 of America 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, 2002
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 previously 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.  At this time, the Company's focus is the developing
of a live entertainment business, specifically nightclubs
and live events.

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               MARCH 31, 2003
                                 (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, 2003,
has a working capital deficiency of $1,939,343.  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 of America.  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 RVNI Management Ltd., and its 67% owned subsidiary,
RAHX, Inc.

<PAGE>

                         RRUN VENTURES NETWORK INC.
                       (A Development Stage Company)

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               MARCH 31, 2003
                                 (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, 2003
                                 (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

In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128").  Under SFAS 128, basic
and diluted earnings per share are to be presented.  Basic
earnings per share is computed by dividing income available
to common shareholders by the weighted average number of
common shares outstanding in the period.  Diluted earnings
per share takes into consideration common shares outstanding
(computed under basic earnings per share) and potentially
dilutive common shares.


4.  SUBSEQUENT EVENTS

Subsequent to March 31, 2003, the Company issued 5,648,287
common shares to settle a debt with a fair value of $12,991,
and issued a total of 12,920,000 common shares with a fair
value of $41,200, pursuant to the provisions of various
consulting services agreements entered into by the Company.


<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


For The Three Month Period Ended March 31, 2003 Compared To the
Three Month Period Ended March 31, 2002

                               3
<PAGE>

For The Three Month Period Ended March 31, 2003 Compared To the
Three Month
Period Ended March 31, 2002

For the three month period ended March 31, 2003, the Company
earned revenues
of $0.00, as compared to revenues of $0 for the same period ended
March 31,
2002.

For the three month period ended March 31, 2003, the Company
incurred
operational expenses of $114,740, as compared to $794,170 during
the same
period in 2002.  These operating expenses included: consulting
fees of
$50,000 and $260,001, business development expenses $21,000, and
$191,166;
and professional fees of $7,441, and $25,605, for the three month
period
ending March 31, 2003, and 2002, respectively.

For the three month period ended March 31, 2003, the company also
issued
10,500,000 shares as payment to one of our legal advisors to
cover our legal
expenses and to establish a pre-paid expense for future legal
services.  At
March 31, 2003, the Pre-paid Expense totaled $47,528.

The Company incurred a net loss from operations of $114,740 for
the fiscal
quarter ended March 31, 2003, as compared to $794,170 for the
same period in
2002.
     For the three month period ended March 31, 2003, the Company
earned revenues of $0.00, as compared to revenues of $0 for the
same period ended March 31, 2002.

     For the three month period ended March 31, 2003, the Company
incurred operational expenses of $114,740, as compared to
$794,186 during the same period in 2002.  These operating
expenses included: consulting fees of $50,000 and $260,001,
business development expenses $21,000, and $191,166; and
professional fees of $7,441, and $25,605, for the three month
period ending March 31, 2003, and 2002, respectively.

For the three month period ended March 31, 2003, the company also
issued 10,500,000 shares as payment to one of our legal advisors
to cover our legal expenses and to establish a pre-paid expense
for future legal services.  At March 31, 2003, the Pre-paid
Expense totaled $47,528.

      The Company incurred a net loss from operations of $114,740
for the fiscal quarter ended March 31, 2003, as compared to
$794,186 for the same period in 2002.

Liquidity and Financial Condition As Of September 30, 2002

     We had cash-on hand of totaling $124.00 as of March 31,
2003.

    Due to major changes in market conditions, management
decided to change our business strategy to maximize our chances
of success. Since inception the Company?s original business
strategy was to operate as a venture development

                             4

<PAGE>

organization
focused on content distribution utilizing the Internet.  As
reported in the Company?s Annual report for the period ended
December 31, 2002 the Company' has shifted its strategy from
being focused solely on technology oriented to one of focused on
live entertainment, particularly entertainment establishments
(i.e. nightclubs) and live events (i.e. concerts and special
events)

      Our business strategy has been to build urban lifestyle-
based businesses based around software and on-line communities.
We believe that our vision to build lifestyle businesses is still
viable but that we need to change to an off-line focus with the
on-line focus coming later. Accordingly we are focusing our
immediate efforts on building a network of licensed entertainment
establishments, as the base for our urban lifestyle businesses.
These establishments will still utilize a branding approach so
that we can sell other urban lifestyle products and services.

Our immediate aim is to acquire our first establishment so that
we can use it as a flagship for the network and demonstrate our
unique and proprietary entertainment concepts for use in our
other establishments. We intend that the later establishments
will be developed in new and existing locations in major cities
throughout the United States and Canada.

In order to finance the first acquisition, and our phases of
implementation we plan to raise investment capital through
different types of securities offerings. We plan to fund new
establishment locations, including our first acquisition, through
direct investments into the individual establishments and
providing the investors with cash dividends and some capital
stock in the Company to the investors. This is hoped to reduce
the potential dilution to our existing shareholders. We also plan
to raise investment capital by sale of stock in RAHX, our
lifestyle subsidiary, or other planned subsidiary which again is
hoped to reduce dilution to our existing shareholders. We plan to
invite direct investments into the Company to provide funds for
general corporate purposes. We believe that this plan will enable
us to achieve our development goals with acceptable dilution to
our existing shareholders.

We believe that the first acquisition of a nightclub
entertainment establishment will require approximately a minimum
of $500,000 for the acquisition, plus approximately $100,000 in
legal, accounting and administrative expenses. In addition our
first acquisition will require a minimum of another $400,000 for
working capital and general corporate purposes. This is a minimum
total of approximately $1,000,000 that will be required in the
next quarter during which we are hoping to make the first
acquisition. In the following 3 months, we plan to make one or
two additional acquisitions. We believe that the cost of a second
and third acquisition or development project will be
approximately a minimum of $1,000,000 each and that approximately
another $500,000 minimum each will be required for the same
purposes as listed above for the first acquisition and for
working capital and general corporate purposes. Thus, we
anticipate needing a minimum of $4,000,000 of investment capital
during the next six months.

After the first two acquisitions, we intend to develop other
entertainment establishments from initial buildout rather than
from acquisitions. Our plan is to open two additional
entertainment establishments by the end of 2003 and we anticipate
that additional funding (approximately $1,000,000) will be
required to accomplish this. Management

                              5

<PAGE>

anticipates that funding
requirements for this plan will be less than the overall cost of
opening these nightclubs, since the revenues from the first two
or three nightclubs is expected to generate enough cash flow to
reduce the level of external capital required. We have developed
comprehensive business and financial plans that result in our
development of a network of entertainment establishments that
should operate on a cash positive basis and without incurring
substantial dilution to stockholders such that the Company can
possibly increase its overall valuation substantially. The
Company believes it will require approximately $1,000,000 to
launch its live events business unit, including the cost of
acquisitions and their subsequent integration and for the venture
development of other potential lines of business for 2003.  The
total additional working capital financing described in this
section is planned to also include the development of other
synergistic business units such as, including but not limited to,
membership services, brand licensing and merchandising.

Management plans on initiating a series of securities offerings
to raise the investment capital needed to meet our acquisition
plans. Although we will make efforts to minimize dilution to
current shareholders, we may not be able to avoid dilution due to
many factors, including but not limited to, the closing of
financing at lower than the desired market price of the Company's
common stock.

RRUN hopes to secure the financing to satisfy the capital needs
for each phase of its implementation plan through the execution
of various funding methods, primarily private placement
investments or debt financing.  RRUN hopes to achieve this by
securing relationships with accredited individual investors,
investment bankers, venture capitalists, and/or finance advisors
that have the experience and relationships to aid RRUN with its
capital raising efforts. The source of the private placement or
debt financing may be comprised of a mix of principal
shareholders, private investors and venture capital companies.

If needed capital investment for our acquisitions or developments
is not available, in whole or in part, we intend to delay the
implementation plan regarding our acquisition or development
plans until sufficient investment capital becomes available. We
cannot give any assurances that we will raise sufficient
investment capital to meet the business plan. In addition to
delays to the implementation plan regarding our acquisition or
development plans due to insufficiency of investment capital, we
may suffer other consequences, including but not limited to the
following; We may have to suspend or discontinue operations of
one or more of our business units, such as RAHX, or we may have
to suspend or discontinue operations of the Company if we become
insolvent as a result.

      Until we close our first revenue producing acquisition or
begin to produce significant revenues, we will be reliant on
capital received from private placements, loans, and the exercise
of options and warrants.  Due to the depressed market for our
securities, we may not be able avoid significant dilution to
current shareholders. In addition, we expect to continue to
retain certain management, staff and consultants, such as legal
counsel, and may need to compensate these individuals through the
issuance of our common stock as compensation. These stock based
compensations may result in significant dilution to current
shareholders due to the depressed market for our securities. We
also continue to reduce or prevent collection of outstanding
vendor debts and accounts with creditors, such as suppliers and
consultants, which could result in litigation against the
Company.  There can be no guarantee that all of these

                               6

<PAGE>

negotiations will be successful and the outcome of these
negotiations may include settlements in cash and/or issuance of
common stock.  These stock based settlements may result in
significant dilution to current shareholders due to the depressed
market for our securities.  We plan on continuing to meet certain
of our expenses through the issuance of our shares of common
stock, which may cause additional and significant dilution to
existing shareholders due to the depressed market for our
securities.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      During the three month period ending March 31, 2003 the
Company has no legal proceedings filed against it.

      The Company believes that, as it commences revenue-producing
operations and as it raises capital, we will have the resources
to reduce or prevent collection litigation by creditors or
others.

Item 2. Changes in Securities

Recent Sales of Unregistered Securities
During January 2003, the Company issued 1,648,750 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 $0.004 per share for a total
consideration of $6,595. The transaction was an isolated
transaction with a  company 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


Item 3. Defaults upon Senior Securities

None

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

None

Item 5. Other Information


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

(a) Exhibits

99.1

                                          7

<PAGE>

(b) Reports on Form 8-K

None
SIGNATURES

      In accordance with the requirements of the Securities
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 15, 2003


By:    	/s/ Ray Hawkins
            Ray Hawkins, President and Chief
                Executive Officer
By:    	/s/  Edwin Kwong
            Edwin Kwong, Principal Accounting Officer
                     and Chief Financial Officer



CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL
OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


    I, Ray Hawkins, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that the Quarterly Report on Form 10-QSB of RRUN VENTURES
NETWORK, INC. for the quarterly period ended March 31, 2003 fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information
contained in the Quarterly Report on Form 10-QSB fairly presents
in all material respects the financial condition and results of
operations of RRUN VENTURES NETWORK, INC.

By:




Name:
/s/ Ray Hawkins
Ray Hawkins

Title:
Chief Executive Officer

Date:

May 15, 2003


      I, Edwin Kwong, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that the Quarterly Report on Form 10-QSB of RRUN VENTURES
NETWORK, INC. for the quarterly period ended March 31, 2003 fully
complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that the information
contained in the Quarterly Report on Form 10-QSB fairly presents
in all material respects the financial condition and results of
operations of RRUN VENTURES NETWORK, INC.

By:





Name:
/s/ Edwin Kwong
Edwin Kwong

Title:
Chief Financial Officer

Date:

May 15, 2003