RC HOLDING CORP
10QSB, 2000-05-01
NON-OPERATING ESTABLISHMENTS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   Form 10-QSB

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter ended March 31, 2000

                                                      Commission File No 1-15613

                                 RC HOLDING CORP
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                    13-4025362
- --------------------------                  -----------------------
(State or other jurisdiction                (IRS Employer ID Number)
of incorporation or organization)

             515 Madison Avenue,21st Floor,New York, New York 10022
            ---------------------------------------------------------
               (Address of principal executive offices     (Zip Code)

Registrant's Telephone Number including area code (212) 688-4668


                                      N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS 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  REGISTRANT  WAS
REQUIRED  TO FILE  SUCH  REPORTS),  AND  (2) HAS  BEEN  SUBJECT  TO SUCH  FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                           Yes   x              No
                               -----               ----

INDICATE THE NUMBER OF SHARES  OUTSTANDING  OF EACH OF THE  ISSUER'S  CLASSES OF
COMMON STOCK, AS OF THE CLOSE OF THE PERIOD COVERED BY THIS REPORT.

Common Stock, Par Value $.001                     600,000
- -----------------------------       --------------------------------
            Class                     Outstanding at March 31, 2000


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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 authorized.

                                                     RC Holding Corp.


                                            By: /s/ John R. Rice, III
                                                -----------------------------
                                                 John R. Rice, III, President

Dated:  April 26, 2000

<PAGE>

                                RC HOLDING CORP.
                          (A Development Stage Company)
                                INCOME STATEMENT
                      FOR THE QUARTER ENDED MARCH 31, 2000





Sales                                                                   12,813

Cost of Sales                                                                0

                                                               ----------------
     Gross Profit                                                       12,813

Selling and Administrative                                               1,740

Other Income (Expenses) Net

                                                               ----------------
Net Income (Loss) Before Taxes                                          11,073

Provision For Income Taxes

                                                               ----------------
     Net Income (Loss)                                                  11,073
                                                               ================

Net Income (Loss) Per Share                                         0.01845495
                                                               ================

Average Number of Shares Outstanding                                   600,000
                                                               ----------------
<PAGE>
                                RC HOLDING CORP.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                 MARCH 31, 2000

CURRENT ASSETS:

     Subscriptions Receivable                                              359
     Accounts Receivable                                                12,813
                                                                  -------------
          TOTAL CURRENT ASSETS                                          13,172

                                                                  -------------
     TOTAL ASSETS                                                       13,172
                                                                  =============


LIABILITIES AND STOCKHOLDERS EQUITY

LIABILITIES:

     Accounts Payable and Accrued Expenses                              13,001

STOCKHOLDERS EQUITY:

     Common stock - $0.001 par value, 600,000 shares authorized,           600
     600,000 shares issued & outstanding.
     Paid - in capital                                                       0
     Accumulated Deficit                                                  (429)

                                                                  -------------
          TOTAL STOCKHOLDERS EQUITY                                        171

                                                                  -------------
     TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                          13,172
                                                                  =============


<PAGE>
                                RC HOLDING CORP.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                      FOR THE QUARTER ENDED MARCH 31, 2000

CASH FLOW FROM OPERATING ACTIVITIES:
     Net Income (Loss)                                                  11,073

     Changes in assets and liabilities
         Increase (Decrease) in accounts payable                         1,740
                                                                  ------------

     CASH PROVIDED (USED) BY OPERATING ACTIVITIES                       12,813
                                                                  ------------

CASH FLOW FROM FINANCING ACTIVITIES:
     Issuance of Common Stock                                                -
     Additional Paid in Capital                                              -
                                                                             -
                                                                  ------------
     CASH PROVIDED (USED) BY FINANCING ACTIVITIES                            -

NET INCREASE (DECREASE) IN CASH                                         12,813

CASH AT BEGINNING OF QUARTER                                                 -
                                                                  ------------

CASH AT END OF QUARTER                                                  12,813
                                                                  ============

<PAGE>






RC Holding Corp.
Notes to Quarterly Financial Statements
March 31, 2000

Note 1 - Organization and Summary of Significant Accounting Policies

Organization:              On November 22, 1996 RC Holding Corp. (the "Company")
                           was  incorporated  under  the  laws  of  Delaware, to
                           engage in any business, which is permitted by General
                           Corporation Law of Delaware.

                           The  majority of the  shareholders  voted on February
                           10, 2000 at the  Company's  annual  meeting to change
                           the corporate domicile from Delaware to Nevada.

                           The  majority of the  shareholders  voted on February
                           10, 2000 at the  Company's  annual  meeting to change
                           the  corporate  name from RC  Holding  Corp.  to RICH
                           Holding  Corp.  As of  the  date  of  this  financial
                           statement  the   Certificate   of  Amendment  to  the
                           Articles of Incorporation  have not been filed by the
                           Company's legal counsel.

Operations:                The  majority of the  shareholders  voted on February
                           10, 2000 at the  Company's  annual  meeting to divide
                           the  Company  into four  operating  divisions  and to
                           commence  operations in each and simultaneously  seek
                           out the  acquisition  of  operating  companies in the
                           following  business sectors:  (i) financial  services
                           industry;  (ii)  consumer  products  industry;  (iii)
                           E-commerce industry; and, (iv) emerging technology.

                           In  February   2000  the  Company   entered  into  an
                           agreement  with  MSA  Apparel  Corp.  of New  York to
                           provide all of its back office support services for a
                           fee of 5% of sales.  Shipments for the month of March
                           2000 totaled  $256,259.40.  MSA Apparel is projecting
                           sales of $9,000,000 for the remained of calendar year
                           2000. The Company is in negotiations with other small
                           apparel contract manufacturers to provide back office
                           support services.

Income Taxes:              Income  taxes  are  provided  for  the tax effects of
                           transactions reported in the financial statements and
                           consist  of  taxes  due  plus  deferred  taxes relate
                           primarily to  differences between  the recorded  book
                           basis and tax basis  of assets  and  liabilities  for
                           financial and income tax reporting.  The deferred tax
                           assets  and  liabilities  represent  the  future  tax
                           return consequences of those differences,  which will
                           either  be taxable  or deductible when the assets and

<PAGE>

RC Holding Corp.
Notes to Quarterly Financial Statements
March 31, 2000

                           liabilities are recovered or settled.  Deferred taxes
                           are also  recognized  for  operating losses  that are
                           available to offset  future  taxable  income  and tax
                           credits  that are  available to offset federal income
                           taxes.

                           Based  upon  the  Company's  limited   operations  no
                           provision has been made for Federal Income taxes.  It
                           is anticipated that a provision for income taxes will
                           be  made in the  financial  statement  for  the  next
                           quarter  once the Company has  increased it number of
                           clients.

Statement of
Cash Flows:                For  purposes of the  statement  of cash  flows,  the
                           Company considers demand deposits  and  highly liquid
                           debt  instruments  with  maturity of  three months or
                           less to be cash equivalents.

                           Cash paid for  interest  and  taxes in  period  ended
                           March 31, 2000 was $-0-.

Net (Loss) Per
Common Share:              The  net (loss)  per  common  share  is   computed by
                           dividing the net (Loss) for the period  by number  of
                           shares outstanding at March 31, 2000.

Note 2- Capital Stock

Common Stock:              The Company initially authorized 1,500 shares  no par
                           value.

                           On  August  20,  1999 a  majority  of  the  Company's
                           shareholders   authorized   the   amendment   to  the
                           Company's  Certificate of  Incorporation  to increase
                           the number of shares the company  authorized to issue
                           from 1,500 shares of common stock,  no par value,  to
                           20,000,000  share of common  stock,  par value $.001.
                           The shareholders also authorized a forward split on a
                           400  share  for  1  basis  effective   following  the
                           amendment  of the  Certificate  of  Amendment  of the
                           Certificate of Incorporation.


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