<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  June  30,  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  June  30,  2002
          -----                    ------------------------------------
$0.0001 par value Common  Stock                 17,854,724

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  six months ended June 30, 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


                                  JUNE 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



<PAGE>
<TABLE>
<CAPTION>

                          RRUN  VENTURES  NETWORK  INC.
                          (A Development Stage Company)

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




-----------------------------------------------------------------
                                       JUNE 30      DECEMBER 31
                                         2002           2001
-----------------------------------------------------------------
<S>                                  <C>           <C>

ASSETS
Current
  Cash                               $        85   $      1,421
  Goods and Services
  Tax recoverable                          2,613          5,014
  Accounts receivable                     25,000              -
  Prepaid expense                         11,955            342
  Notes receivable                        68,250              -
                                     ----------------------------
                                         107,903          6,777
Capital Assets                            31,555         36,929
Investments                                6,750          6,750
                                     ----------------------------

                                     $   146,208   $     50,456
=================================================================



LIABILITIES
Current
  Accounts payable                   $ 1,919,189   $  1,113,855
  Loans and advances payable             590,470        518,998
                                     ----------------------------

                                       2,509,659      1,632,853
                                     ----------------------------


STOCKHOLDERS' DEFICIENCY

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

 Issued and outstanding:
  17,854,724 common shares
  at June 30, 2002 and
  14,614,724 common shares
  at December 31, 2001                     1,786          1,462

 Add:  Share subscriptions received:
  381,250 common shares
  at June 30, 2002 and
  50,000 common shares
  at December 31, 2001                    33,400         10,000

Additional paid-in capital               561,420        109,744

Deficit                               (2,960,057)    (1,703,603)
                                     ----------------------------
                                      (2,363,451)    (1,582,397)
                                     ----------------------------
                                     $   146,208   $     50,456
=================================================================


</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                             RRUN  VENTURES  NETWORK  INC.
                             (A Development Stage Company)

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







                   THREE        SIX         THREE       SIX       INCEPTION
                   MONTHS       MONTHS      MONTHS      MONTHS    OCTOBER 12
                   ENDED        ENDED       ENDED       ENDED      2000 TO
                   JUNE 30      JUNE 30     JUNE 30     JUNE 30    JUNE 30
                   2002         2002        2001        2001        2002
                   -------------------------------------------------------------
<S>                <C>          <C>          <C>         <C>         <C>

Revenue            $    30,000  $    55,000  $        -  $        -  $   59,000
                   -------------------------------------------------------------



Expenses
  Administrative
   services                 38        6,139      25,873      69,644      96,022
  Amortization           2,685        5,372         243         469      11,800
  Business development 169,106      360,272           -           -     576,680
  Consulting            68,401      328,402     146,508     414,032     375,961
  Equipment leases       7,444       14,918           -           -      29,839
  Investor relations   104,178      275,952           -           -     402,099
  Marketing                  -          540           -           -      35,902
  Media design           6,071       22,055           -           -      82,177
  Office, rent
   and sundry           73,560      124,532       9,355      24,389     233,429
  Professional fees     32,461       58,066       6,026      10,501     192,578
  Software development  33,222       72,110           -           -     850,368
  Travel                15,589       25,239       6,069      12,723      93,870
  Wages and benefits     4,513       17,857           -           -      26,196
                   -------------------------------------------------------------

                       517,268    1,311,454     194,074     531,758   3,006,921
                   -------------------------------------------------------------

Loss Before The
Following              487,268    1,256,454     194,074     531,758   2,947,921

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

Net Loss For
The Period         $   487,268  $ 1,256,454  $  194,074  $  531,758  $2,947,702

================================================================================

Net Loss Per
Share              $      0.03  $      0.08  $     0.03  $     0.09
====================================================================

Weighted Average
Number Of
Common Shares
Outstanding          17,165,054   15,979,807   6,108,780   6,108,780
====================================================================


</TABLE>







<PAGE>
<TABLE>
<CAPTION>

                                RRUN VENTURES NETWORK INC.
                              (A Development Stage Company)

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


                   -------------------------------------------------------------
                   THREE        SIX         THREE       SIX       INCEPTION
                   MONTHS       MONTHS      MONTHS      MONTHS    OCTOBER 12
                   ENDED        ENDED       ENDED       ENDED      2000 TO
                   JUNE 30      JUNE 30     JUNE 30     JUNE 30    JUNE 30
                   2002         2002        2001        2001        2002
                   -------------------------------------------------------------
<S>                <C>          <C>          <C>         <C>         <C>
Cash Flows From
Operating Activities
 Net loss for
  the period      $(487,268)  $(1,256,454)  $(194,074)  $(531,758)  $(2,947,702)

Adjustments To
 Reconcile
 Net Loss To
 Net Cash Used
 By Operating
 Activities
   Amortization       2,685         5,372         243         469        11,800
   Issue of
    common stock
    for expenses          -        60,000           -           -        68,200
   Minority interest
    in loss of
    subsidiary            -             -           -           -          (219)
   Goods and
    Services Tax
    recoverable        (943)        2,401           -           -        (2,614)
   Accounts
    receivable      (25,000)      (25,000)          -           -       (25,000)
   Prepaid expense    2,134       (11,613)          -         500        11,955
   Accounts payable 240,776       855,336      90,072     308,804     1,869,478
   Loans and
    advances payable 37,558        71,472     109,041     226,180       631,808
                   -------------------------------------------------------------
                   (230,058)     (298,486)      5,282       4,195      (382,294)
                   -------------------------------------------------------------
Cash Flows
 From Investing
 Activities
  Net asset deficiency
   of legal
   parent at
   date of
   reverse take
   -over transaction      -             -           -           -       (12,355)
  Purchase of
   capital assets         -             -        (236)     (6,258)      (43,357)
                   -------------------------------------------------------------
                          -             -        (236)     (6,258)      (55,712)
                   -------------------------------------------------------------

Cash Flows From
 Financing Activities
  Shares issued
   for cash         273,750       273,750           -           -       287,150
  Share
   subscriptions
   received         (75,600)       23,400           -           -        33,400
                   -------------------------------------------------------------
                    198,150       297,150           -           -       320,550
                   -------------------------------------------------------------
Increase (Decrease)
In Cash             (31,908)       (1,336)      5,046      (2,063)     (117,456)

Cash Acquired
 On Acquisition
 Of Subsidiary            -             -           -           -       117,541

Cash, Beginning
 Of Period           31,993         1,421       3,685      10,794             -
                   -------------------------------------------------------------
Cash, End
 Of Period        $      85   $        85   $   8,731   $   8,731   $        85
================================================================================
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                               RRUN VENTURES NETWORK INC.
                              (A Development Stage Company)

                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

                                      JUNE 30, 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
Shares issued for
 cash and notes
 receivable          2,240,000       224    341,776             -       342,000
Loss for the period          -         -          -    (1,256,454)   (1,256,454)
                    ------------------------------------------------------------
Balance, June
 30, 2002           17,854,724   $ 1,786   $561,420   $(2,960,057)  $(2,396,851)
                    ============================================================

</TABLE>



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2002
                                   (Unaudited)
                            (Stated in U.S. Dollars)



1.     BASIS  OF  PRESENTATION

The  unaudited  consolidated  financial  statements as of June 30, 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

                                  JUNE 30, 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  June  30,  2002, has a working capital deficiency of
$2,401,756.  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

                                  JUNE 30, 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

                                  JUNE 30, 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

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  predominantly
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  related  to  the  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.

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.

Calendar  Quarter  Ended  June  30,  2002

For the quarter ended June 30, 2002, we earned revenues of $30,000. The revenues
were  related  to  the  licensing of rights for the use of our AXXUS technology.

During  the quarter, we incurred expenses of $487,268.  These operating expenses
included  $33,222  in  software  development,  $68,401  in  consulting  fees and
$169,106  in  business  development  costs.

                                       3

<PAGE>


We  incurred a net loss from operations of $487,268 for the fiscal quarter ended
June  30,  2002.

Liquidity  and  Financial  Condition

We  had  cash-on  hand  of  totaling  $85  as  of  June  30,  2002.

Due to major changes in market conditions, management of the company has decided
to change its strategy to maximize its chances of success. The existing 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  sound  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  chain of urban music nightclubs as the base for our urban lifestyle
businesses.  These nightclubs will still use our software in order to become the
center  of on-line communities and we will still be using a branding approach so
that  we  can  sell  other  urban  lifestyle  products  and  services.

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

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

The  Company  believes  that  the  first acquisition of a nightclub will require
approximately  a  minimum  of  $500,000  for  the acquisition plus approximately
$100,000  in  legal, accounting and administrative expenses. In addition it will
require  another  $400,000  minimum  for  ongoing  corporate purposes. This is a
minimum  total  of  approximately  $1  million that will be required in the next
quarter  when it is planning to make the first acquisition. In the final quarter
of  this year it plans to make another acquisition. It believes that the cost of
this  acquisition  will  be  approximately  a  minimum  of $1.5 million and that
another approximately $500,000 minimum will be required for the same purposes as
listed  above for the first acquisition and for ongoing corporate purposes. Thus
the  Company

                                       4

<PAGE>

anticipates a minimum capital requirement of approximately $3 million by the end
of  the  2002  calendar  year.

After the first two acquisitions the Company intends to develop other nightclubs
from scratch rather than making acquisitions. It has a plan to open 6 additional
nightclubs  by  the  end of 2003 and anticipates that additional funding will be
required  to  effect this. The company hopes this necessary funding will be less
than  the overall cost of opening these clubs, since the revenues from the first
two  clubs  is hoped to generate enough cash flow to reduce the level of capital
required.  The  Company has developed comprehensive business and financial plans
that  show  that it can develop its chain of nightclubs on a cash positive basis
and without incurring substantial dilution to stockholders such that the Company
can  increase  its  overall  valuation  substantially.

We  are  planning  to secure the financing to satisfy the capital needs for each
phase  through  the  execution  of  various  funding  methods, primarily private
placement  investments.  We  plan to achieve this by securing relationships with
investment bankers, and other private equity companies, that have the experience
and  relationships  to aid the Company with its capital raising efforts. We have
already  commenced  discussions  with  such  companies.

Although  the  Company  has  capital  raising  strategies  that  are designed to
minimize  dilution to current shareholders, the Company may not be able to avoid
significant  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.

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 the 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 our business
units, such as RAHX; or we may have to suspend or discontinue operations of RRUN
itself.




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
                                       5
<PAGE>

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.

PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings

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.

On  July  30,  2002,  Micro Concept Systems Inc. ("Plaintiff") filed suit in the
Supreme  Court  of  British  Columbia against the Company.  The suit alleges non
payment  of $30,143 for computer equipment sold to the Company by the Plaintiff.
The  Plaintiff  obtained a Garnishing Order Before Judgment pursuant to which it
has  garnished  the  Company's  account  $1,884.

The  Company  believes that, as it commences revenue-producing operations and as
it raises capital, it will have the resources to settle the abovementioned cases
and  it  has  every  intention  of doing so. The Company is working to reduce or
prevent  situations  with  creditors  or  others  that  may result in litigation
against  the  Company.  Its  remedies  may include settlements in cash and/or in
stock.  Settlements  in  stock  may  result  in  unforeseen  dilution to current
shareholders.

Item  2.  Changes  in  Securities

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


During  the  quarter ended June 30, 2002, we granted options for the purchase of
535,000  common  shares  of  the  Company.  The  exercise price of 35,000 of the
options  was  $0.25 per share.  The exercise price of 500,000 of the options was
$0.30 per share.  The options were granted to four consultants of the Company as
incentive stock options to encourage their focus on the business progress of the
Company.  The  transactions  were  isolated  transactions  with persons having a
close  affiliation  with the Company and were exempt from registration under the
Securities  Act of 1933 pursuant to Section 4(2) of the Act because of not being

                                       6
<PAGE>

part  of  a public offering.  The offering was for a limited purpose and did not
use  the  machinery  of  public  distribution.

During  the  quarter ended June 30, 2002, we issued 1,560,000 common shares upon
the exercise of options for those shares.  500,000 of the shares were issued for
the  exercise  price  of $0.30 per share.  700,000 of the shares were issued for
the exercise price of $0.20 per share. 360,000 of the shares were issued for the
exercise  price  of  $0.10  per  share  for the aggregate exercise price for all
shares of $326,000.  The shares were issued to seven consultants of the Company.
The  transactions  were  isolated  transactions  with  persons  having  a  close
affiliation  with  the  Company  and  were  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.  Some of the options described in this
paragraph  were  exercised pursuant to a so called cashless exercise whereby the
Company  loaned  the  option  holder the money to exercise the option.  Due to a
depressed  market  for  the  shares  described  in  this paragraph following the
exercise  of the options, the Company discounted, during the quarter, notes held
by  the Company for the purchase of such shares in the total amount of $125,000.

In  May,  2002,  the  Company  sold  a  total  of  340,000  common shares to two
individuals  at  a  price of $0.06 per share for total consideration of $20,400.
The  transactions  were  isolated  transactions  with  persons  having  a  close
affiliation  with  the  Company  and  were  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

None

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

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


99.1     Risk  Factors

                                       7
<PAGE>


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

None


                                   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:     August  19,  2002


    By:       /s/ Ray Hawkins
              -------------------------------
              Ray Hawkins,  Chairman,  Co-CEO

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

                                       8


<PAGE>


      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 June
30,  2002  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:    /s/ Ray Hawkins
                                     ----------------
                              Name:  Ray Hawkins

                              Title: Co-Chief  Executive  Officer

                              Date:  August  19,  2002


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 June
30,  2002  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:    /s/ Edwin  Kwong
                                     --------------------------
                              Name:  Edwin  Kwong

                              Title: Chief  Financial  Officer

                              Date:  August  19,  2002




                                       9