UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB/A

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended December 31, 2000

[ ]  Transition Report pursuant to 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the transition period __________ to __________


                        Commission File Number 000-27233
                                               ---------


                             UNITED MANAGEMENT, INC.
         ---------------------------------------------------------------
        (Exact name of small Business Issuer as specified in its charter)


                Nevada                                    98-0204736
     ------------------------------            --------------------------------
     (State or other jurisdiction of           (IRS Employer Identification No.)
     incorporation or organization)


     Suite 104 - 1456 St. Paul Street
     Kelowna, BC                                          V1Y 2E6
     ---------------------------------------          ------------------
     (Address of principal executive offices)        (Postal or Zip Code)


     Issuer's telephone number, including area code:     250-868-8445
                                                      ------------------

                                      None
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 788,420 Shares of $0.0001 par value
Common Stock outstanding as of December 31, 2000.

<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 six months ended December 31, 2000 are not necessarily
indicative of the results that can be expected for the year ending June 30,
2001.

<PAGE>
                             UNITED MANAGEMENT, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                            (Stated in U.S. Dollars)



--------------------------------------------------------------------------------
                                                     DECEMBER 31    JUNE 30
                                                        2000           2000
--------------------------------------------------------------------------------

ASSETS

Restricted Cash (Note 4)                            $   115,368   $         -
================================================================================

LIABILITIES

Current
    Accounts payable and accrued liabilities        $    23,504   $     3,235
    Loans payable                                        13,106             -
                                                    ----------------------------
                                                         36,610         3,235
                                                    ----------------------------
SHAREHOLDERS' EQUITY (DEFICIENCY)

Share Capital (Note 4)
    Authorized:
       100,000,000 common shares, par value $0.0001
        per share

    Issued and Outstanding:
        788,420 common shares at December 31, 2000
        and 500,000 common shares at June 30, 2000           79            50

    Additional paid in capital                          131,009        15,670

Deficit                                                 (52,330)      (18,955)
                                                    ----------------------------
                                                         78,758        (3,235)
                                                    ----------------------------

                                                    $   115,368   $         -
================================================================================

<PAGE>
<TABLE>
                                                      UNITED MANAGEMENT, INC.
                                                   (A Development Stage Company)

                                                STATEMENT OF OPERATIONS AND DEFICIT
                                                     (Stated in U.S. Dollars)
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        INCEPTION
                                                                                                                       JANUARY 29
                                                             THREE MONTHS ENDED                SIX MONTHS ENDED          1997 TO
                                                                 DECEMBER 31                     DECEMBER 31           DECEMBER 31
                                                             2000           1999            2000          1999             2000
------------------------------------------------------------------------------------------------------------------------------------

Expenses
<S>                                                       <C>            <C>             <C>           <C>            <C>
    Office and sundry                                     $   2,315      $     677       $   4,443     $   3,092      $   11,070
    Professional fees                                        21,806          1,758          28,932         5,245          41,210
    Stock based compensation for organizational costs          -              -                -            -                 50
                                                          --------------------------------------------------------------------------

Net Loss For The Period                                      24,121          2,435          33,375         8,337      $   52,330
                                                                                                                      ==============

Deficit, Beginning Of Period                                 28,209          5,952          18,955            50
                                                          -----------------------------------------------------------

Deficit, End Of Period                                       52,330          8,387       $  52,330     $   8,387
=====================================================================================================================


Net Loss Per Share                                        $   (0.04)     $   (0.01)      $   (0.06)    $   (0.01)
=====================================================================================================================


Weighted Average Number Of Shares Outstanding               597,185        500,000         548,593       500,000
=====================================================================================================================
</TABLE>


<PAGE>
<TABLE>
                                                      UNITED MANAGEMENT, INC.
                                                   (A Development Stage Company)

                                                      STATEMENT OF CASH FLOWS
                                                     (Stated in U.S. Dollars)
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        INCEPTION
                                                                                                                       JANUARY 29
                                                             THREE MONTHS ENDED                SIX MONTHS ENDED          1997 TO
                                                                 DECEMBER 31                     DECEMBER 31           DECEMBER 31
                                                             2000           1999            2000          1999             2000
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>            <C>             <C>           <C>            <C>
Cash Flow From Operating Activities
   Net loss for the period                                $ (24,121)     $  (2,435)      $ (33,375)    $  (8,337)     $  (52,330)
   Non-cash transactions:
     Stock-based compensation for organizational costs         -              -               -             -                 50
     Third party expenses paid by affiliate on behalf of
     the Company, recorded as additional paid-in capital       -             7,812            -            7,812          15,670


Adjustments To Reconcile Net Loss To Net Cash
 Used By Operating Activities
   Accounts payable and accrued liabilities                  21,805         (3,689)         20,269           525          23,504
   Loans payable                                              2,316         (1,688)         13,106          -             13,106
                                                          --------------------------------------------------------------------------
                                                               -              -               -             -               -
                                                          --------------------------------------------------------------------------

Cash Flow From Financing Activities
   Common stock issued                                      115,368           -            115,368          -            115,368
                                                          --------------------------------------------------------------------------

Change In Cash                                              115,368           -            115,368          -            115,368

Cash, Beginning Of Period                                      -              -               -             -               -
                                                          --------------------------------------------------------------------------

Cash, End Of Period                                       $ 115,368      $    -          $ 115,368     $    -         $  115,368
====================================================================================================================================
</TABLE>

<PAGE>
<TABLE>
                                                 UNITED MANAGEMENT, INC.
                                              (A Development Stage Company)

                                            STATEMENT OF SHAREHOLDERS EQUITY

                                                    DECEMBER 31, 2000
                                                (Stated in U.S. Dollars)

<CAPTION>
                                                                            ADDITIONAL
                                                                             PAID-IN
                                                  SHARES      AMOUNT         CAPITAL        DEFICIT          TOTAL
                                               ------------------------------------------------------------------------

<S>                                            <C>          <C>             <C>            <C>               <C>
Shares Issued For Cash At $0.0001                 500,000    $   50         $    -         $      (50)       $   -
                                               ------------------------------------------------------------------------

Balance, June 30, 1997 And 1998                   500,000        50              -                (50)           -

Loss For The Year                                   -            -               -             (1,973)          (1,973)
                                               ------------------------------------------------------------------------

Balance, June 30, 1999                            500,000        50              -             (2,023)          (1,973)

Third Party Expenses Paid By
  Affiliate On Behalf Of The
  Company, recorded as additional
  paid-in capital
                                                    -            -             15,670            -              15,670

Loss For The Year                                   -            -               -            (16,932)         (16,932)
                                               ------------------------------------------------------------------------

Balance, June 30, 2000                            500,000        50            15,670         (18,955)          (3,235)

Shares Issued For Cash At $0.40
 (Note 4)
                                                  288,420        29           115,339            -             115,368

Loss For The Period                                 -            -               -            (33,375)         (33,375)
                                               ------------------------------------------------------------------------

Balance, December 31, 2000                        788,420    $   79         $ 131,009      $  (52,330)       $  78,758
                                               ========================================================================
</TABLE>

<PAGE>
                             UNITED MANAGEMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000
                            (Stated in U.S. Dollars)

1.   BASIS OF PRESENTATION

     The unaudited financial statements as of December 31, 2000 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 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 financial statements be read in conjunction with the
     June 30, 2000 audited financial statements and notes thereto.


2.   NATURE OF OPERATIONS

     a)   Organization

          The Company was incorporated in the State of Nevada, U.S.A. on January
          29, 1997.

     b)   Development Stage Activities

          The Company has been in the development stage since inception and has
          no operations to date.


3.   SIGNIFICANT ACCOUNTING POLICIES

     The 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 financial statements for a period
     necessarily involves the use of estimates which have been made using
     careful judgement.

     The 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)   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.

<PAGE>
                             UNITED MANAGEMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000
                            (Stated in U.S. Dollars)

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     b)   Use of Estimates

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities, and disclosure of contingent assets and liabilities at
          the date of the financial statements, and the reported amounts of
          revenues and expenses for the reporting period. Actual results could
          differ from these estimates.

     c)   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.

     d)   Financial Instruments

          The Company's financial instruments consist of accounts payable and
          accrued liabilities, and loans 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.

     e)   Net Loss Per Share

          Net loss per share is based on the weighted average number of common
          shares outstanding during the period plus common share equivalents,
          such as options, warrants and certain convertible securities. This
          method requires primary earnings per share to be computed as if the
          common share equivalents were exercised at the beginning of the period
          or at the date of issue and as if the funds obtained thereby were used
          to purchase common shares of the Company at its average market value
          during the period.

<PAGE>
                             UNITED MANAGEMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000
                            (Stated in U.S. Dollars)

4.   SHARE CAPITAL

     In December 2000, the Company completed an initial public offering of
     288,420 common shares at $0.40 per share for cash proceeds of $115,368. The
     proceeds of the offering and the common shares issued pursuant thereto are
     being held in an escrow account, and shall remain in the escrow account
     until an acquisition meeting specific criteria is completed. Before the
     acquisition can be completed, and before the deposited funds and deposited
     securities can be released to the Company and the investors, respectively,
     the Company is required to update its registration statement with a
     post-effective amendment, and within five business days after the effective
     date thereof, the Company is required to furnish the investors with the
     prospectus produced thereby containing the terms of a reconfirmation offer
     and information regarding the proposed acquisition candidate and its
     business. Investors must have no fewer than 20 and no more than 45 business
     days from the effective date of the post-effective amendment to decide to
     reconfirm their investment and remain an investor or, alternately, require
     the return of their investment. Each investor shall have 20 business days
     from the date of this prospectus to reconfirm their investment. Any
     investor not making any decision within the 20 business day period will
     automatically have their investment returned.

     If the Company does not complete an acquisition meeting the specified
     criteria within 18 months of the effective date of its initial public
     offering, all of the deposited funds in the escrow account must be returned
     to investors.


5.   ACQUISITION AGREEMENT

     In December 2000, the Company executed an agreement with RRUN Ventures
     Inc., a private Nevada corporation, and its shareholders to acquire all of
     the issued and outstanding common shares of RRUN Ventures Inc. in exchange
     for 305,439 of the Company's common shares. Consummation of this
     transaction is conditional, among other things, upon the acceptance of the
     reconfirmation offer by the holders of at least 80% of the common shares
     subscribed for in the initial public offering described in Note 4.

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

We were organized as a Nevada corporation on January 29, 1997 for the purpose of
creating a corporate vehicle to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to employ our funding in their business or
to seek the perceived advantages of a publicly-held corporation. In December
2000, we completed an initial public offering of 288,420 shares of our common
stock at a price of $.40 per share pursuant to a registration statement that
became effective with the Securities and Exchange Commission on November 28,
2000. In December 2000, the Company executed an agreement with RRUN Ventures,
Inc., a Nevada corporation, and its shareholders to acquire all of the issued
and outstanding shares of capital stock of RRUN Ventures, Inc. in exchange for
305,439 shares of our common stock. RRUN's core business venture is RAHX, a
platform that uses Peer to Peer (P2P) technologies to enable and enhance the
distribution of digital media files over the Internet.

In December 2000, we commenced negotiations to acquire RRUN. The President of
RRUN is Ray Hawkins, who also serves as CEO. RRUN indicated that it was
interested in seeking the perceived advantages of a publicly-held corporation
and requested information from us. In turn, we requested and received background
information on RRUN including certain financial information. Once such
information was exchanged, the parties began to negotiate the structure of the
transaction. The Company indicated that it was interested in acquiring all of
the outstanding capital stock of RRUN so that RRUN would be a wholly-owned
subsidiary. RRUN indicated that such structure would be acceptable provided that
the current shareholders of RRUN received such number of shares of common stock
which would in the aggregate represent at least 51% of our outstanding shares of
common stock. An agreement was thereupon drafted and in December 2000, we
executed the agreement with RRUN and its shareholders to acquire 100% of the
stock of RRUN in exchange for 305,439 shares of our common stock.

288,420 shares of common stock were offered at a purchase price of $.40 per
share on a "best efforts, all or none" basis. The offering was conducted
directly by the Company without the use of a professional underwriter and was
completed in December 2000. A prospectus will be furnished to investors in the
offering for such investors to consider reconfirming their investment as a
result of our proposed acquisition.

There are presently 500,000 shares of common stock outstanding of an authorized
issuance of 100,000,000 shares of common stock. If the acquisition is completed,
593,859 shares of common stock will be outstanding. The 500,000 shares
originally issued shares will be returned to us and cancelled.

After the post-effective amendment is declared effective, we will commence the
reconfirmation offering. Upon reconfirmation, we will notify the escrow agent to
release the proceeds and the securities to us. We will distribute the
certificates to the shareholders. Investors will receive a supplement to the
prospectus indicating the amount of proceeds and securities released and the
date of release.

<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations (Continued)

We are a blank check company and, consequently, this reconfirmation offering is
being conducted in compliance with Rule 419. The investors have certain rights
and will receive the substantive protection provided by the rule. To that end,
the securities purchased by investors and the funds received in our initial
public offering are deposited and held in an escrow account established pursuant
to Rule 419, and shall remain in the escrow account until an acquisition meeting
specific criteria is completed. Before the acquisition can be completed and
before the deposited funds and deposited securities can be released to us and
the investors, respectively, we are required to update the registration
statement with a post-effective amendment, and within five business days after
the effective date thereof, we are required to furnish the investors with the
prospectus produced thereby containing the terms of a reconfirmation offer and
information regarding the proposed acquisition candidate and its business,
including audited financial statements. According to Rule 419, investors must
have no fewer than 20 and no more than 45 business days from the effective date
of the post-effective amendment to decide to reconfirm their investment and
remain an investor or, alternately, require the return of their investment. Each
investor shall have 20 business days from the date of this prospectus to
reconfirm his/her investment. Any investor not making any decision within the 20
business day period will automatically have his/her investment returned.

The rule further provides that if we do not complete an acquisition meeting the
specified criteria within 18 months of the effective date of the initial public
offering, all of the deposited funds in the escrow account must be returned to
investors.

The terms of the merger are set forth in the Reorganization Agreement dated
December 18, 2000 and consummation of the merger is conditioned upon, among
other things, the acceptance of the reconfirmation offer by holders of at least
80% of the shares owned by the investors. As a result of the consummation of the
merger, RRUN will be merged into United Management, with United Management as
the surviving entity. We will then change our name to RRUN Ventures, Inc. Upon
consummation of the merger, (i) each shareholder who holds shares of our common
stock registered pursuant to a registration statement declared effective by the
SEC on November 28, 2000 prior to the merger and who accepts the reconfirmation
offer shall continue to hold his or her share certificate(s) representing our
registered common stock; and (ii) each stockholder of registered common stock
who rejects the reconfirmation offer will be paid his or her pro rata share of
the amount in the escrow account of $.40 per share. At the effective date of the
merger, 100% of the issued and outstanding shares of RRUN shall be canceled. We
shall issue 305,439 shares of our common stock to RRUN shareholders after the
effective date, and our current shareholders shall own 288,420 shares,
representing 48.6% of the surviving entity.

Our board of directors believes that the merger represents a good investment
opportunity for our shareholders and recommends that the investors elect to
accept the reconfirmation offering. The merger agreement was approved by the
directors and shareholders of RRUN by written consent dated December 18, 2000.
The merger agreement was confirmed by the unanimous consent of the directors on
December 18, 2000.

<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operations (Continued)

Although we are the legal surviving corporation, for accounting purposes, the
merger is treated as a purchase business acquisition of United Management by
RRUN in a reverse acquisition, and a recapitalization of RRUN. RRUN is the
acquirer for accounting purposes because the former RRUN stockholders received
the larger portion of the common stockholder interests and voting rights
retained by the our former stockholders. Because RRUN is the acquirer for
accounting purposes under APB Opinion No. 16, the surviving entity shall adopt
RRUN's fiscal year end, December 31.

In our initial public offering, we generated $115,368 in proceeds. No portion of
the deposited funds has been or will be expended to merge RRUN into us. The
deposited funds will be transferred to us pursuant to the merger agreement if
and when a business combination is effected.

RRUN Ventures, Inc.'s core business venture is RAHX, a software platform that
uses Peer to Peer (P2P) technologies to enable and enhance the distribution of
digital media files over the Internet. P2P technologies allow users to exchange
digital media files directly from their computers. RAHX focuses on providing
both owners and consumers of media-related content a suite of software products
that address their respective needs. RRUN expects to launch the RAHX venture
before the end of 2001, in order to take advantage of the sudden growth in the
file exchange industry.

RAHX is used in congruence with the product, RAHXWARE, the software which users
use to connect to RAHX.

Upon closing of the merger with United Management Inc., RRUN will require
additional funds to finance its operations. RRUN plans to seek financing within
six (6) months of the merger to capitalize its funding requirements. This
financing is intended to satisfy its cash needs for the first twelve (12) to
eighteen (18) months of operations. To further fund RRUN's business efforts it
plans to meet the requirements to complete a listing on the NASDAQ Small Cap
Market and subsequently execute a secondary offering of its common stock. This
proposed listing on the NASDAQ Small Cap Market is planned for eighteen (18) to
twenty-four (24) months after the closing of the merger between RRUN and United
Management Inc.

To ensure the necessary funds will be raised for RRUN, it has begun to develop a
relationship with an international investment banking firm.

Over the first twelve (12) months of operations, RRUN plans to conduct
significant product research and development (R & D) for it's Peer to Peer (P2P)
product, RAHX. From system architecture design to working prototype and Alpha
and Beta releases, RRUN seeks to develop RAHX within an accelerated product
cycle of six (6) to nine (9) months.

Within the first year of operation RRUN intends to invest significantly in
equipment to be used in developing products, the RAHX back end technology and
corporate file servers. RRUN will continue its main operations out of its
Vancouver, BC facility and intends to open business development offices in New
York and Los Angeles.
<PAGE>

RRUN anticipates that its staffing levels of RRUN will increase significantly to
approximately 50 employees over the first year of operations to properly execute
its business plan and to support its aggressive growth strategy.

In addition to increasing the number of employees, additional senior management
will be required to add experience to the present management team and further
RRUN's development. Over the first twelve (12) months, RRUN intends to appoint
additional members to the Board of Directors and form an advisory board of
industry professionals to guide, counsel and assist it through its business
strategy execution.

Assuming successful completion of the reconfirmation offering and the
acquisition, the business of RRUN shall be our sole business.

<PAGE>
                           PART 2 - OTHER INFORMATION


Item 1.       Legal Proceedings

              None

Item 2.       Changes in Securities

              None

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


         3.1*        Articles of Incorporation
         3.2*        Amendment to Articles of Incorporation
         3.3*        Bylaws
         4.1*        Specimen Informational Statement
         4.1.1*      Form of Lock-up Agreement Executed by the
                     Company's Shareholders
         10.1.1**    Merger Agreement
         10.1.2**    Escrow Agreement

*Filed as an Exhibit to the Company's Registration Statement on Form 10-SB,
dated September 3, 1999, and incorporated herein by this reference.

**Incorporated by reference to the Company's Registration Statement of Form
SB-2, dated May 17, 2000 (333-37198).

Reports on Form 8-K
         None

<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 authorized.

UNITED MANAGEMENT, INC.



Date:  February 14, 2001
       -----------------


By:         "Christine Cerisse"
       -----------------------------------------
       CHRISTINE CERISSE, Director and President