U.S. 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 the quarter ended March 31, 2004


Commission file no.  000-29639



                             RDC International, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)



Florida                                                     65-0950425
-----------------------------------------           ----------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                              Identification No.)

1819 Main Street, Suite 702
Sarasota, FL                                                 34236
-----------------------------------------           ----------------------------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number (941) 365-9955



Securities registered under Section 12(b) of the Exchange Act:

                                                    Name of each exchange on
       Title of each class                                which registered

             None                                             None
-----------------------------------------           ---------------------------



Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.0001 par value
                        --------------------------------
                                (Title of class)

Copies of Communications Sent to:

                                Mintmire & Associates
                                265 Sunrise Avenue, Suite 204
                                Palm Beach, FL 33480
                                Tel: (561) 832-5696
                                Fax: (561) 659-5371







<PAGE>


Indicate by 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 [_]


As of March 31,  2004,  there  were  20,325,439  shares  of voting  stock of the
registrant issued and outstanding.






















<PAGE>



                                     PART I

Item 1. Financial Statements





                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                        Consolidated Financial Statements

         Three and Six Months Ended March 31, 2004 and 2003 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)




                                    Contents




Consolidated Financial Statements:


    Consolidated Balance Sheet...............................................F-1

    Consolidated Statements of Operations....................................F-2

    Consolidated Statements of Changes in Stockholders' Deficit..............F-8

    Consolidated Statements of Cash Flows....................................F-9

    Notes to Consolidated Financial Statements..............................F-11
























<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                           Consolidated Balance Sheet

                                 March 31, 2004
                                   (Unaudited)


<S>                                                                             <C>
Assets
Current assets:
    Cash                                                                        $         47,023
    Accounts receivable, trade                                                               415
    Prepaid expenses and other current assets                                             22,518
                                                                                ----------------
Total current assets                                                                      69,956

Furniture and equipment, net of accumulated depreciation                                  14,118

 Other                                                                                    16,016
                                                                                ----------------

                                                                                $        100,090
                                                                                ================

Liabilities and Stockholders' Deficit
Current liabilities:
    Accounts payable, trade                                                     $        193,767
    Accounts payable, stockholders                                                         7,280
    Notes payable, stockholders and officers                                             216,900
    Convertible notes payable, stockholders, net of discounts                            234,999
    Convertible notes payable, net of discounts                                           21,249
    Accrued payroll and payroll taxes                                                    309,759
    Other accrued liabilities                                                             40,036
                                                                                ----------------
Total current liabilities                                                              1,023,990
                                                                                ----------------

Stockholders' deficit:
    Preferred stock; no par value; 10,000,000 shares authorized;
        zero shares issued and outstanding
    Common stock; $.0001 par value; 50,000,000 shares
        authorized; 20,325,439 shares issued and outstanding                               2,032
    Additional paid-in capital                                                        13,211,800
    Unearned compensation                                                               (216,666)
    Deficit accumulated during development stage                                     (13,921,066)
                                                                                ----------------
Total stockholders' deficit                                                             (923,900)
                                                                                ----------------

                                                                                $        100,090
                                                                                ================
</TABLE>





The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-1

<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                      Consolidated Statements of Operations







                                          Three Months Ended                  Six Months Ended     Period September 8, 1999
                                               March 31,                         March 31,            (Date of Inception)
                                      ---------------------------     ----------------------------             through
                                           2004            2003            2004            2003            March 31, 2004
                                      -------------------------------------------------------------------------------------
                                       (Unaudited)    (Unaudited)     (Unaudited)     (Unaudited)               (Unaudited)

<S>                                   <C>             <C>             <C>             <C>                 <C>
Sales                                 $      7,272    $    12,096     $     11,225    $     14,329        $       41,465

Cost of sales                                7,011          6,298           13,421           7,934                38,234
                                      -------------------------------------------------------------------------------------

Gross profit (loss)                            261          5,798           (2,196)          6,395                 3,231

Operating costs and start-up
    expenses                               909,078        939,098        1,732,591       1,703,921            12,952,804
                                      -------------------------------------------------------------------------------------

Net loss from operations                  (908,817)      (933,300)      (1,734,787)     (1,697,526)          (12,949,573)

Other income                                                   31                               31                10,319

Interest expense                          (188,978)       (31,189)        (243,349)       (117,275)             (981,812)
                                      -------------------------------------------------------------------------------------

Net loss                              $ (1,097,795)   $  (964,458)    $ (1,978,136)   $ (1,814,770)       $  (13,921,066)
                                      =====================================================================================

Net loss per share                           $(.05)         $(.06)           $(.10)          $(.11)               $(1.02)
                                      =====================================================================================

Weighted average number of
    common shares                       20,325,439     17,137,526       20,281,781      16,823,881            13,686,269
                                      =====================================================================================
</TABLE>

















The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-2

<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Deficit

                  Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)





                                                                           Common Stock                 Additional
                                                                 -------------------------------          Paid-In
                                                                    Shares               Amount           Capital
                                                                 --------------------------------------------------
<S>                                                               <C>                <C>            <C>
Balance, September 8, 1999 (date of inception)                              0        $         0    $             0
Net loss for the period
                                                                 --------------------------------------------------
Balance, September 30, 1999                                                 0                  0                  0
Issuance of common stock at $.01 per share,
    December 1999                                                   1,000,000             10,000
Capital contributions, December 1999                                                                          1,619
Collection of stock subscription, March 2000
Collection of stock subscription, June 2000
Acquisition of company                                              6,500,000                650             11,850
Recapitalization                                                   (1,000,000)           (10,000)            (2,500)
Net loss for the year
Issuance of common stock at $.0001 per share for
    services, July 2000                                               120,000                 12
Issuance of common stock at $1.00 per share for
    cash, July 2000                                                    15,000                  1             14,999
Issuance of common stock at $1.00 per share for
    cash, August 2000                                                 100,000                 10             99,990
Collection of stock subscription, September 2000
Issuance of common stock at $1.00 per share for
    cash, September 2000                                                5,000                  1              4,999
Issuance of common stock at $1.00 per share for
    services, September 2000                                          100,000                 10             99,990
Intrinsic value of beneficial conversion feature of
    convertible debt, September 2000                                                                         30,750
                                                                 --------------------------------------------------
Balance, September 30, 2000                                         6,840,000                684            261,697
</TABLE>










The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>













<TABLE>
<CAPTION>
     Deficit
    Accumulated
     During                                   Deferred
    Development            Stock              Offering             Unearned
      Stage             Subscription            Costs            Compensation             Total
---------------------------------------------------------------------------------------------------
<C>                   <C>                  <C>                  <C>                  <C>
$              0      $             0      $          0         $          0         $            0
         (35,600)                                                                           (35,600)
---------------------------------------------------------------------------------------------------
         (35,600)                   0                 0                      0              (35,600)

                              (10,000)
                                                                                              1,619
                                4,000                                                         4,000
                                4,000                                                         4,000
         (12,500)
          12,500
        (929,505)                                                                          (929,505)

                                                                                                 12

                                                                                             15,000

                                                                                            100,000
                                  500                                                           500

                                                                                              5,000

                                               (100,000)

                                                                                             30,750
---------------------------------------------------------------------------------------------------
        (965,105)              (1,500)         (100,000)                     0             (804,224)
</TABLE>









                                                                            F- 3

<PAGE>


<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Deficit

                  Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)




                                                                           Common Stock                 Additional
                                                                 -------------------------------          Paid-In
                                                                    Shares               Amount           Capital
                                                                 --------------------------------------------------
<S>                                                               <C>                <C>            <C>
Issuance of common stock at $1.00 per share for
    stock subscription, November 2000                                 189,080                 40            189,040
Collection of stock subscription, November 2000
Issuance of common stock and warrants at $1.00
    per share for cash, November 2000                               3,347,170                314          3,346,856
Issuance of common stock at $1.00 per share for
    services, November 2000                                            50,000                  4             49,996
Issuance of common stock at $1.00 per share for
    convertible debt, November 2000                                    38,206                  4             19,099
Redemption of convertible debt and reversal
    of intrinsic value of beneficial conversion
    feature, November 2000                                                                                  (30,751)
Offering costs, November 2000
Issuance of common stock and warrants at
    $1.00 per share for cash, January 2001                          1,176,425                118          1,176,307
Issuance of common stock and warrants at
    $1.00 per share for cash, February 2001                         1,176,425                118          1,176,307
Issuance of common stock at $1.00 per share for
    subscriptions, March 2001                                         219,985                 22            219,963
Collection of stock subscriptions, March 2001
Amortization of offering costs, March 2001                                                                 (124,564)
Collection of stock subscriptions, June 2001
Intrinsic value of beneficial conversion feature on
    convertible debt, July 2001                                                                             113,113
Issuance of detachable warrants in connection with
    convertible debt, July 2001                                                                              36,887
Issuance of common stock at $1.00 per share as
    part of offering costs, August 2001                               324,375                 32            324,343
</TABLE>










The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>











<TABLE>
<CAPTION>
     Deficit
    Accumulated
     During                                   Deferred
    Development            Stock              Offering             Unearned
      Stage             Subscription            Costs            Compensation             Total
---------------------------------------------------------------------------------------------------
<C>                   <C>                  <C>                  <C>                  <C>
                             (189,080)
                                1,500                                                         1,500

                                                                                          3,347,170

                                                                                             50,000

                                                                                             19,103


                                                                                            (30,751)
                                                (63,900)                                    (63,900)

                                                                                          1,176,425

                                                                                          1,176,425

                             (219,985)
                              189,080                                                       189,080
                                                124,564
                              200,000                                                       200,000

                                                                                            113,113

                                                                                             36,887

                                               (324,375)
</TABLE>









                                                                             F-4

<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Deficit

                  Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)




                                                                           Common Stock                 Additional
                                                                 -------------------------------          Paid-In
                                                                    Shares               Amount           Capital
                                                                 --------------------------------------------------
<S>                                                               <C>                <C>            <C>
Collection of stock subscription, September 2001
Deferred offering costs expensed, September 2001
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2001                                        13,361,666              1,336          6,758,293
Issuance of common stock and warrants at $1.00
    per share for cash, October 2001                                  274,400                 27            274,373
Issuance of common stock and warrants at $1.00
    per share for cash, November 2001                                 701,500                 70            701,430
Issuance of common stock and warrants at $1.00
    per share for cash, December 2001                                 811,081                 81            811,000
Offering costs, December 2001
Amortization of offering costs, December 2001                                                              (441,801)
Issuance of common stock and warrants at $1.00
    per share for cash, January 2002                                  485,500                 49            485,451
Issuance of common stock and warrants at $1.00
    per share for cash, February 2002                                 485,700                 49            485,651
Issuance of common stock and warrants at $1.00
    per share for cash, March 2002                                     45,000                  4             44,996
Offering costs, March 2002
Amortization of offering costs, March 2002                                                                 (249,210)
Stockholder forgiveness of debt, March 2002                                                                  54,119
Issuance of common stock for settlement of
    notes payable, May 2002                                           300,000                 30            149,970
Offering costs, May 2002
Intrinsic value of beneficial conversion feature on
    convertible debt, May 2002                                                                               79,121
</TABLE>









The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>














<TABLE>
<CAPTION>
     Deficit
    Accumulated
     During                                   Deferred
    Development            Stock              Offering             Unearned
      Stage             Subscription            Costs            Compensation             Total
---------------------------------------------------------------------------------------------------
<C>                   <C>                  <C>                  <C>                  <C>
                               19,985                                                        19,985
                                                201,524                                     201,524
      (3,512,013)                                                                        (3,512,013)
---------------------------------------------------------------------------------------------------
      (4,477,118)                   0          (162,187)                     0            2,120,324

                                                                                            274,400

                                                                                            701,500

                                                                                            811,081
                                               (377,396)                                   (377,396)
                                                441,801

                                                                                            485,500

                                                                                            485,700

                                                                                             45,000
                                               (218,240)                                   (218,240)
                                                249,210
                                                                                             54,119

                                                                                            150,000
                                                 (6,750)                                     (6,750)

                                                                                             79,121
</TABLE>









                                                                             F-5

<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Deficit

                  Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)




                                                                           Common Stock                 Additional
                                                                 -------------------------------          Paid-In
                                                                    Shares               Amount           Capital
                                                                 --------------------------------------------------
<S>                                                               <C>                <C>            <C>
Issuance of detachable warrants in connection with
    convertible debt, May 2002                                                                               20,879
Issuance of common stock for marketing
    services, June 2002                                                10,000                  1              9,999
Issuance of common stock and warrants at
    $1.00 per share for cash, August 2002                              25,000                  3             24,997
Offering costs, August 2002
Amortization of offering costs, August 2002                                                                 (11,034)
Intrinsic value of beneficial conversion feature
    on convertible debt, August 2002                                                                         11,600
Issuance of detachable warrants in connection
    with convertible debt, August 2002                                                                       11,524
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2002                                        16,499,847              1,650          9,221,358
Deferred offering costs, December 2002
Issuance of common stock at $1.00 per share
    for cash, October 2002                                             10,000                  1              9,999
Issuance of common stock at $1.00 per share
    for cash, December 2002                                           184,000                 18            183,982
Intrinsic value of beneficial conversion feature
    on convertible debt, December 2002                                                                       27,094
Issuance of detachable warrants in connection with
    convertible debt, December 2002                                                                           1,410
Issuance of rights to common stock shares in
    connection with convertible debt, December
    2002                                                                                                     52,317
Issuance of common stock at $1.00 per share
    for cash, January 2003                                            302,263                 30            302,233
</TABLE>









The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>











<TABLE>
<CAPTION>
     Deficit
    Accumulated
     During                                   Deferred
    Development            Stock              Offering             Unearned
      Stage             Subscription            Costs            Compensation             Total
---------------------------------------------------------------------------------------------------
<C>                   <C>                  <C>                  <C>                  <C>
                                                                                             20,879

                                                                                             10,000

                                                                                             25,000
                                                (10,050)                                    (10,050)
                                                 11,034

                                                                                             11,600

                                                                                             11,524
      (3,686,998)                                                                        (3,686,998)
---------------------------------------------------------------------------------------------------
      (8,164,116)                   0           (72,578)                     0              986,314
                                                (33,120)                                    (33,120)

                                                                                             10,000

                                                                                            184,000

                                                                                             27,094

                                                                                              1,410


                                                                                             52,317

                                                                                            302,263
</TABLE>









                                                                             F-6

<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Deficit

                  Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)




                                                                           Common Stock                 Additional
                                                                 -------------------------------          Paid-In
                                                                    Shares               Amount           Capital
                                                                 --------------------------------------------------
<S>                                                               <C>                <C>            <C>
Issuance of common stock at $1.00 per share
    for cash, February 2003                                           404,262                 40            404,222
Issuance of common stock at $1.00 per share
    for cash, March 2003                                              121,372                 12            121,360
Offering costs, March 2003
Amortization of offering costs, March 2003                                                                 (254,719)
Issuance of common stock at $1.00 per share
    for cash, April 2003                                               26,737                  3             26,734
Offering costs, April 2003                                                                                   (4,573)
Issuance of common stock at $1.00 per share
    for cash, May 2003                                                184,000                 18            183,982
Offering costs, May 2003                                                                                    (31,340)
Issuance of common stock at $1.00 per share
    for cash, June 2003                                               678,000                 68            677,932
Issuance of detachable warrants in connection with
    convertible debt, June 2003                                                                             106,829
Intrinsic value of beneficial conversion feature on
    convertible debt, June 2003                                                                             176,651
Issuance of common stock for settlement of notes
    payable, June 2003                                              1,374,000                137            688,092
Offering costs, June 2003                                                                                  (121,240)
Issuance of common stock at $1.00 per share
    for cash, July 2003                                                85,000                  9             84,991
Offering costs, July 2003                                                                                   (15,300)
Issuance of common stock at $1 per share
    for cash, August 2003                                              35,000                  4             34,996
Offering costs, August 2003                                                                                  (6,300)
</TABLE>









The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>














<TABLE>
<CAPTION>
     Deficit
    Accumulated
     During                                   Deferred
    Development            Stock              Offering             Unearned
      Stage             Subscription            Costs            Compensation             Total
---------------------------------------------------------------------------------------------------
<C>                   <C>                  <C>                  <C>                  <C>
                                                                                            404,262

                                                                                            121,372
                                               (149,021)                                   (149,021)
                                                254,719

                                                                                             26,737
                                                                                             (4,573)

                                                                                            184,000
                                                                                            (31,340)

                                                                                            678,000

                                                                                            106,829

                                                                                            176,651

                                                                                            688,229
                                                                                           (121,240)

                                                                                             85,000
                                                                                            (15,300)

                                                                                             35,000
                                                                                             (6,300)
</TABLE>









F-7

<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Deficit

                  Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)




                                                                           Common Stock                 Additional
                                                                 -------------------------------          Paid-In
                                                                    Shares               Amount           Capital
                                                                 --------------------------------------------------
<S>                                                               <C>                <C>            <C>
Issuance of common stock at $1.00 per share
    for cash, September 2003                                           99,500                 10             99,490
Offering costs, September 2003                                                                              (18,090)
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2003                                        20,003,981              2,000         11,952,110
Issuance of common stock at $1.00 per share
    for cash, October 2003                                            228,958                 23             76,477
Offering costs, October 2003                                                                                (13,770)
Issuance of common stock at $1.00 per share
    for cash, November 2003                                            82,500                  8             82,492
Offering costs, November 2003                                                                               (14,850)
Issuance of common stock at $1.00 per share
    for cash, December 2003                                            10,000                  1              9,999
Offering costs, December 2003                                                                                (1,800)
Issuance of 480,000 options under executive
    stock option plan, December 2003                                                                        312,000
Recognition of unearned compensation, December 2003
Intrinsic value of beneficial conversion feature
    on convertible debt, December 2003                                                                      155,000
Intrinsic value of beneficial conversion feature
    on convertible debt, March 31, 2004                                                                     747,037
Offering costs, March 2004                                                                                  (92,895)
Recognition of unearned income, March 2004
Net loss for the period
                                                                ---------------------------------------------------
Balance, March 31, 2004                                            20,325,439         $    2,032    $    13,211,800
                                                                ===================================================
</TABLE>









The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

<PAGE>













<TABLE>
<CAPTION>
     Deficit
    Accumulated
     During                                   Deferred
    Development            Stock              Offering             Unearned
      Stage             Subscription            Costs            Compensation             Total
---------------------------------------------------------------------------------------------------
<C>                   <C>                  <C>                  <C>                  <C>
                                                                                             99,500
                                                                                            (18,090)
      (3,778,814)                                                                        (3,778,814)
---------------------------------------------------------------------------------------------------
     (11,942,930)                  0                 0                     0                 11,180

                                                                                             76,500
                                                                                            (13,770)

                                                                                             82,500
                                                                                            (14,850)

                                                                                             10,000
                                                                                             (1,800)

                                                                    (312,000)
                                                                      26,000                 26,000

                                                                                            155,000

                                                                                            747,037
                                                                                            (92,895)
                                                                      69,334                 69,334
      (1,978,136)                                                                        (1,978,136)
---------------------------------------------------------------------------------------------------
$    (13,921,066)       $          0       $         0          $   (216,666)        $     (923,900)
===================================================================================================
</TABLE>









                                                                             F-8

<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                      Consolidated Statements of Cash Flows






                                                                                             Period September 8, 1999
                                                                     Six Months Ended           (Date of Inception)
                                                                             March 31,                through
                                                              ----------------------------           March 31,
                                                                    2004            2003               2004
                                                              -----------------------------------------------------
                                                              (Unaudited)      (Unaudited)          (Unaudited)
<S>                                                           <C>             <C>                <C>
Operating activities
    Net loss                                                  $ (1,978,136)   $ (1,814,770)      $  (13,921,066)
                                                              -----------------------------------------------------
    Adjustments to reconcile net loss to net
        cash used by operating activities:
           Depreciation                                             27,715          83,036              476,746
           Amortization of software                                519,925         519,926            3,119,559
           Recognition of unearned compensation                     95,334                               95,334
           Amortization of discounts on notes payable              199,768          80,820              837,192
           Provision for uncollectible financing costs                              44,000               44,000
           Write-off of deferred offering costs                                                         201,524
           Increase (decrease) in employee advances                                  7,589               (7,739)
           Common stock issued for services                                                              10,000
           Increase in accounts receivable                            (415)         (3,142)                (415)
           Increase in prepaids and other assets                   (12,549)        (45,000)             (74,795)
           Increase in accounts payable and accrued expense        126,678         104,442              677,423
                                                              -----------------------------------------------------
    Total adjustments                                              956,456         791,671            5,378,829
                                                              -----------------------------------------------------
    Net cash used by operating activities                       (1,021,680)     (1,023,099)          (8,542,237)
                                                              -----------------------------------------------------

Investing activities
    Acquisition of furniture and equipment                          (3,964)                            (489,245)
    Development of software                                                                          (3,069,552)
                                                              -----------------------------------------------------
    Net cash used by investing activities                           (3,964)                          (3,558,797)
                                                              -----------------------------------------------------

Financing activities
    Deferred offering costs                                                       (149,000)
    Offering costs                                                (123,316)                          (1,114,465)
    Proceeds from issuance of common stock and warrants            169,000       1,022,900           11,362,408
    Proceeds from issuance of notes payable                        967,038         219,900            2,146,421
    Payments on notes payable                                                      (65,000)            (246,307)
                                                              -----------------------------------------------------
    Net cash provided by financing activities                    1,012,722       1,028,800           12,148,057
                                                              -----------------------------------------------------

Net (decrease) increase in cash                                    (12,922)          5,701               47,023

Cash at beginning of period                                         59,945          13,478
                                                              -----------------------------------------------------

Cash at end of period                                         $     47,023    $     19,179       $       47,023
                                                              =====================================================
</TABLE>









The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-9

<PAGE>



<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                      Consolidated Statements of Cash Flows





                                                                                             Period September 8, 1999
                                                                     Six Months Ended           (Date of Inception)
                                                                             March 31,                through
                                                              ----------------------------           March 31,
                                                                    2004            2003               2004
                                                              -----------------------------------------------------
                                                              (Unaudited)      (Unaudited)          (Unaudited)
<S>                                                           <C>             <C>                <C>
Supplemental disclosures of cash flow information
  and noncash investing and financing activities:
        Cash paid during the period for interest              $          0    $         50       $       36,442
                                                              =====================================================
</TABLE>

     At March 31,  2003,  accounts  payable  included  $34,322 due for  offering
     costs.

     For the six months ended March 31, 2003, the Company recorded a discount on
     debt of $80,820 based on the fair value of the associated  common stock and
     beneficial conversion features.

     During the six months ended March 31, 2004, the Company recorded a discount
     on debt of $902,038 based on the fair value of the associated  warrants and
     beneficial conversion features.

     On October 1, 2003, the Company  granted 480,000 stock options to its Board
     members  and,  accordingly,  recorded  $312,000  of  unearned  compensation
     expense.   During  the  six  months  ended  March  31,  2004,   $95,334  of
     compensation expense was recognized.


























The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                 F-10

<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

         Three and Six Months Ended March 31, 2004 and 2003 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)



1.   Consolidated Financial Statements

In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations  for the three- and  six-month  periods ended March 31, 2004 and 2003
and the period September 8, 1999 (date of inception) through March 31, 2004, (b)
the  financial  position at March 31,  2004,  and (c) cash flows for the periods
ended  March  31,  2004 and 2003  and the  period  September  8,  1999  (date of
inception) through March 31, 2004, have been made.

The  unaudited  consolidated  financial  statements  and notes are  presented as
permitted by Form 10-QSB. Accordingly,  certain information and note disclosures
normally included in consolidated  financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
have been omitted. The accompanying  consolidated financial statements and notes
should be read in conjunction with the audited consolidated financial statements
and notes of the Company  for the fiscal  year ended  September  30,  2003.  The
results of  operations  for the  six-month  period  ended March 31, 2004 are not
necessarily indicative of those to be expected for the entire year.


2.   Going Concern and Subsequent Event

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate  continuation of the Company as a going concern. The
Company incurred operating losses of approximately $1,978,000 for the six months
ended March 31, 2004 and  approximately  $13,921,000  since inception,  has used
approximately  $1,022,000 of cash from operations for the six months ended March
31, 2004 and  approximately  $8,542,000 of cash from operations since inception.
In addition,  the Company has negative working capital of approximately $954,000
as of March 31, 2004. These factors raise  substantial doubt about the Company's
ability to continue as a going  concern.  Management  believes  that its current
operations  and cash balances will not be sufficient to satisfy its  anticipated
cash requirements, and that the Company will require approximately $2,000,000 to
fund its operations for the next 12 months.  Although no assurance can be given,
management  anticipates  that the majority of this amount will come from further
investments  from   stockholders  or  the  receipt  of  equity/debt   financing.
Management is of the opinion that sales will not  contribute  to the  operations
until the first quarter ending March 31, 2005.

The  accompanying   consolidated   financial   statements  do  not  include  any
adjustments relating to the recoverability and classification of recorded assets
or the amounts and  classification of liabilities that might be necessary in the
event the Company cannot continue in existence.





                                                                            F-11


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

         Three and Six Months Ended March 31, 2004 and 2003 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)



3.   Stock Option Plan

The  Company  implemented  a stock  option plan on October 1, 2003 for its Board
members.  Under the plan,  each Board  member was  granted  options to  purchase
60,000 shares of the Company's  restricted  stock at a price equal to 35 percent
of the market price at the exercise  date. A maximum of one-third of the options
are  exercisable  each year. The exercise  dates are October 1, 2004,  2005, and
2006, with a 30-day grace period. Options unexercised after their exercise dates
shall be forfeited.  Options  unexercised by any Board member departing from the
Board, unless there is a prior agreement in place, shall be forfeited.

The  Company  accounts  for this plan  under  the  recognition  and  measurement
principles of Accounting Principles Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations.  The Company has recorded $95,334 of
compensation  expense  during the six months ended March 31, 2004 in  connection
with this plan. The following table  illustrates the effect of net loss and loss
per share for the six months ended March 31, 2004 if the Company had applied the
fair value recognition provisions of Statement of Financial Accounting Standards
Board  No.  123,  "Accounting  for  Stock-Based  Compensation,"  to stock  based
employee compensation.

  Net loss, as reported                                  $     (1,978,136)
  Add:  Expense recorded using APB No. 25                          95,334
  Deduct:  Total stock based employee compensation
     expense determined under fair value based
     methods for all awards, net of taxes                        (106,810)
                                                         ----------------
  Pro forma net loss                                     $     (1,989,612)
                                                         ================
  Weighted average common shares outstanding
     used for calculation of basic earnings per share          20,281,781
                                                         ================
  Basic earnings per share:
     As reported                                         $           (.10)
                                                         ================
     Pro forma                                           $           (.10)
                                                         ================

In determining the pro forma amounts above, the value of each grant is estimated
at the  grant  date  using  the  Black-Scholes  option  pricing  model  with the
following  weighted  average  assumptions for options granted in 2003:  Dividend
rate of 0.0 percent,  risk-free interest rate of 1.26 percent, expected lives of
2.0 years, and expected price volatility of 50 to 100 percent.





                                                                            F-12


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

         Three and Six Months Ended March 31, 2004 and 2003 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                       through March 31, 2004 (Unaudited)



4.   Equity and Debt

The Company issued  approximately  $902,000 in convertible  debt  (approximately
$747,000 to stockholders)  during the six months ended March 31, 2004. The notes
accrue interest at eight percent and mature one year from date of issuance. Each
note  converts into  restricted  common shares of the Company at a price of $.50
per share,  and warrants at one warrant for each share  conversion of principle.
Warrants are issued to purchase  restricted  common  shares at a price of $.75 -
$.85 per share. Under the terms of the convertible notes payable, any lender who
fails to convert the minimum defined and stated original  principal of the note,
the  conversion  will revert to the  original  issue price of $1.00 per share of
common stock and the exercise price of $1.50 per each warrant.

The intrinsic  value of  approximately  $902,000 was computed and  approximately
$200,000 has been charged to interest  expense.  The  remaining  balance will be
amortized over the period of the loan.

The Company  also  received an  additional  loan in the amount of $65,000 from a
stockholder  during the six  months  ended  March 31,  2004.  This note  accrues
interest at eight percent and is due on demand.

At March 31, 2004, the Company had  outstanding  warrants to purchase  6,796,058
shares of the Company's  common stock at prices ranging from $.25 to $1.50.  The
warrants  became  exercisable  during  various  dates through March 31, 2004 and
expire on April 30, 2004, subject to extension by the Board of Directors.
















                                                                            F-13

<PAGE>



Item 2. Management's Discussion and Analysis

General

     RDC  International,  Inc. (the "Company" or "RDC") is  incorporated  in the
State of Florida.  The Company was originally  incorporated as Lautrec,  Inc. on
September 18, 1995. It changed its name to the current name in connection with a
share exchange between the Company,  Retrieval Dynamics  Corporation,  a Florida
corporation  ("Retrieval")  and all of the shareholders of Retrieval on June 30,
2000 (the "Agreement"). The Company is not presently trading on an exchange, but
intends  to  apply to have  its  common  stock  quoted  on the Over the  Counter
Bulletin Board by submitting its 15c2-11 application to the National Association
of Securities Dealers.  Its executive offices are presently located at 1819 Main
Street,  Suite 702,  Sarasota,  FL 34236. Its telephone number is (941) 365-9955
and its facsimile number is (941) 265-9966.

Discussion and Analysis

     The Company was formed in  September  1995 and had little or no  operations
until June 2000, when it acquired  Retrieval.  The Company is  headquartered  in
Sarasota, Florida. The Company conceives and develops industry-specific wireless
software and service solutions for mobile professionals. Retrieval Dynamics is a
Wireless and Wireless Internet-Enabled  Solutions Developer providing integrated
productivity solutions, products, applications and services to the enterprise.


Products and Solutions Designed for Mobility

         Team RDC

     RDC provides  products,  applications  and custom  solutions.  Based on the
successful  development  and launch of its existing  products,  RDC has formed a
Professional  Application  Services Group. The Retrieval  Dynamics  Professional
Application   Services  Group  ("Team  RDC")  delivers   wireless  and  Internet
integration into usable applications that enables real-time information and data
to enhance business processes.  The result to the enterprise is in acquiring new
customers,  maintaining existing customers,  increasing profit on revenues,  and
adding new channel opportunities to do business.

     Our  strategy is to be a dominant  provider of wireless  data  solutions to
vertical  markets  using our  engineering  expertise,  knowledge  of the  mobile
workforce  and  strategic  partnerships  with both  hardware  manufacturers  and
network providers.  RDC's core competencies  revolve around providing  companies
with access to data. Data access can be achieved through multiple  channels such
as the Internet,  the PC,  telephony and the wireless  handheld  devices.  RDC's
approach  includes  integrating  all of these  channels  with  the data  source,
focusing primarily on the wireless or mobile display and input of that data.

     Team RDC's area of concentration is mobile technology,  in order to provide
business solutions that help SME's (small and medium sized enterprises)  achieve
a positive return on their  investment;  business  solutions that integrate with
legacy systems and core business processes;  and business solutions that harness
the unique  characteristics of mobile devices and technology to drive down costs
and deliver value regardless of location.  Mobile solution  services range from:
infrastructure,   back  office,  supply  chain  (SAP),  e-commerce,  purchasing,
operations, resource planning (ERP), inventory (S&OP),  work-in-progress,  sales
(FFA), customer relationship  management (CRM),  technical support and the total
enterprise application integration (EAI). Our main focus is on data and mobility
of the information  that allows for wireless  integration with IBM, SQL, Oracle,
SAP, or legacy databases.

     By utilizing  best-of-breed,  state-of-the-art  processes and technology in
implementation,  Team RDC is able to minimize  the time  needed for  application
deployment and reduce the cost of application design, development,  testing, and
integration.  Team RDC is  experienced  in helping  customers  realize  the full
potential of our  applications  and custom mobile solutions by providing a range




                                       17
<PAGE>



of  services  to enhance  the quality of our  software  and  minimize  the risks
involved in the deployment  process.  Team RDC designs mobile  applications that
integrate with a variety of business processes and vertical markets, such as:

     -    Mobile portals
     -    Mobile supply chain management
     -    Mobile travel management
     -    Field force automation
     -    Customer relationship management
     -    Mobile retail and sales solutions
     -    Mobile Healthcare solutions

Team RDC provides their customers with a total mobile solution.  These solutions
are  comprised of mobile  strategy  design and  consulting,  custom  application
development,  and the selection,  procurement,  and  provisioning  of the mobile
devices and networks.  Our established  partnerships with the industries leading
edge device  manufacturer's,  and network operators allow us to provide the most
cost-effective and best technological turn-key solution for any business.

         HORIZON

     An  important  part of being  successful  in  business  is the  ability  to
leverage  one's  core  competencies.  RDC's  strength  is our  ability  to bring
together many best-of-breed  wireless technologies and offer our customers their
collective  benefits,  seamlessly under one platform that we call HORIZON.  This
technology  platform  enables  us to  rapidly  implement  enterprise  solutions.
Currently,  the Company is  marketing  its  solutions  under three brand  names:
Qxprint(TM),   GoFigure(TM)   and  Mobile  Listing   Advantage(TM)   powered  by
DocLynx(TM).  RDC  is  also  aligning  itself  with  industry  leaders  to  form
partnerships  with  companies who  understand  our ability to extend their sales
forces and create additional revenue streams.

     For a wireless  application to be  successful,  it must be developed from a
multi-channel  perspective  and not  from the  viewpoint  of any  single  mobile
appliance.  Implementing  the mobile  solution on a platform  with an  XML-based
architecture is a critical success factor.  XML is important because it provides
a standardized  format and data description that can then be transformed to meet
the constraints of a wireless (or other) device.  By utilizing XML, the data and
business  logic can be separated  from how it is  presented.  A robust  wireless
solution  should also  include the ability to use other  interfaces  and formats
(such as HTML, JDBC, or SQL) to access data sources and create XML.

     Moreover,  the mobile application should be developed  utilizing a platform
that  leverages  the  existing  wire line  application  infrastructures  and the
business  logic they embody.  This platform  architecture  should be designed to
accommodate the evolution of existing channels and devices.  With the variety of
wireless devices and their constantly changing  capabilities,  RDC has developed
client  software  for a number of wireless  devices with a focus on ease of use.

     RDC's  HORIZON  platform  delivers  data to these  devices  via a number of
different  methods.  One method  includes a wireless  application  gateway  that
utilizes an XML conversion from the data sources by rendering it to the wireless
devices   via  XSL  style   sheets   developed   around  a  device's   graphical
specifications.  In addition, the HORIZON Platform can deliver data via XML over
HTTP, email, or Webservices depending on the application.

     The HORIZON Platform and RDC's RAD3 (rapid application design, development,
and  deployment)  methodology  can be used to create a wireless  bridge  between
corporate mobile users and  business-critical  and time-sensitive  applications.
The technology can also be used to extend  existing  e-commerce  capabilities to
business  partners  operating  within a Company's  supply chain,  and target the
benefits of these systems to a variety of non-PC mobile devices.  In many cases,




                                       18
<PAGE>



only certain portions of applications are wirelessly enabled.  The whole idea is
to bring  the  customer  closer  to the core  business  process  and in doing so
establish  a  comfort  level  that  enhances  the  entire  wireless  transaction
experience.

         Qxprint(TM)

     The wireless software products developed by RDC are designed to utilize the
data networks provided by all the wireless telecommunications  providers such as
SprntPCS, Nextel, Verizon, ATTWS, T-Mobile, etc. A user must subscribe to one of
the  carriers  data plans and  utilize a wireless  hand-held  device  capable of
internet connectivity.

     Our initial product, Qxprint(TM) is a wireless hand-held Customer Relations
Management  ("CRM")  application  that allows  mobile  professionals  to perform
common  business  transactions  anywhere.  By  setting  up  an  account  on  the
Qxprint.com  website,  the user can upload and manage their  Outlook,  Act!, and
Palm contacts and all types of printable  files thus allowing the mobile user to
merge new and stored contacts to their secure  pre-defined  documents  stored in
their private directory. With a simple execute command from the handheld device,
the information can be sent to the user's desired contact via e-mail,  fax or to
the  Print-On-Demand  facility  for a mailed  hardcopy.  Next,  a return  e-mail
confirmation  receipt  is  immediately  sent  to the  user  notifying  them of a
successful  transaction.  Most importantly the Qxprint(TM) transaction will work
on virtually any wireless  hand-held  devices  including the RIM  BlackBerry and
Motorola  2-way  pagers,  WAP  phones,  Palm,  and the  assorted  Windows CE and
PocketPC devices.

     Qxprint(TM)  allows  web-enabled  users to manage the distribution of their
business documents from their  Internet-enabled  wireless device, at any time of
the day or night.  The  technology  prevents the user from having to  constantly
return to the office to print out or retrieve necessary  documents and send them
out. It also is designed to free the individual from the frustrations of relying
on support staff with limited  hours and capacity.  And that means more time for
the  professional to spend on the road with their  customers,  and more results.
Qxprint(TM) allows the user to:

     Store letters, agreement forms, contracts,  informational literature,  sell
     sheets,  brochures,  or any documents  important to a business in a private
     folder in the  Qxprint(TM)  database,  along with a  directory  of contacts
     including existing and potential customers.

     Access your Qxprint(TM) virtual desktop from any Internet-enabled  wireless
     device.

     Choose  documents  to be sent out and the  appropriate  contact to send the
     document  to.  Edits can be made to the  contact  directory  and  customize
     letter-formatted documents by merging contact information.

     Choose  e-mail,  fax,  U.S.  Postal  Service  or Federal  Express  Priority
     Overnight delivery.

     Receive confirmation of each transaction via e-mail.

Qxprint(TM) registration and the uploading of the documents for storage is free,
users pay only for their transactions.

     Qxprint(TM) is our entry point into corporations.  By enticing companies to
use Qxprint(TM),  we are offering a "risk-free"  wireless solution that can help
educate  mobile  professionals  and help the Company  position  itself to extend
other applications to their mobile workforce. We are poising ourselves to become
the wireless expert that will help companies adopt m-data solutions.




                                       19
<PAGE>



         Mobile Listing Advantage(TM), powered by DocLYNX(TM)

     Because  e-mail/SMS  technology  is so  prevalent  in wireless  data today,
application  developers need to leverage this technology  framework in designing
and  developing  new  applications.  Companies  have been able to use  e-mail to
gather and forward information for the last several years.  Information received
via e-mail is often used in other  applications.  To transfer  information  from
e-mail  messages to other  applications,  one has to parse and process it first.
Manual processing of messages requires much time and effort, and errors are very
probable with it. An e-mail parser makes message  processing more effective,  as
it automatically parses, processes, and transfers data to other applications.

     An example of developing  wireless  applications  with this  technology can
include using an e-mail parser to retrieve and view database information, files,
or content  stored on servers.  The parser can be used to do the following  jobs
automatically: processing of order forms received via e-mail, sending replies to
clients, filling order databases,  sorting and redirecting e-mail message flows,
compiling mailing lists,  maintaining statistics of any kind, and saving back-up
copies of important  messages.  This same  technology  can be developed  for SMS
which uses both SMTP, the standard e-mail protocol and the newer SMPP.

     Mobile Listing Advantage(TM) is a hosted wireless application targeting the
real estate  professionals,  namely  agents,  brokers,  and  appraisers.  Mobile
Listing  Advantage(TM) is an extremely easy to use and powerful application that
allows portable access to the Multiple  Listing Service ("MLS") database through
a Wireless  Handheld Device.  It is powered by RDC's  patent-pending  technology
platform called DocLYNX(TM).

     Because Mobile Listing  Advantage(TM)  is integrated with the MLS database,
the  registration  process will first verify that the user is an actual licensed
agent or broker. After registration,  the realtor is then assigned a secure user
id and  password to enter the  protected  area of the website.  This  includes a
general "Account Management" page where the user can change billing and personal
information;  a "Request  History" page that displays all requests made from the
mobile device to the server so the agent can alleviate the hassle of re-querying
the MLS database when they are on their PC; and a "Manage  Request" page,  which
allows the user to customize the output or content sent to their  device.  After
customizing their web interface,  the agent can then begin to use their wireless
devices from the field to access real-time MLS data.

     This  application  utilizes the  simplicity  of e-mail  protocols.  Passing
commands  through  e-mail or SMS  provides all the user  functionality.  After a
command is sent from the pager to the DocLYNX(TM) server, it will be interpreted
and a  response  sent back to the pager in a  pre-defined  format.  This  common
off-the-shelf   parser  is  integrated  through  scripting  languages  based  on
Microsoft  Active  Scripting  technology,  JavaScript  and VBScript  with an SQL
database  that pulls  directly  from the MLS  database.  The parser in this case
downloads  messages from the DocLYNX(TM) mail servers and processes them using a
list of rules set up by on the  website and the query.  These  rules  consist of
filters and processing components. When downloading a message, the parser checks
whether it is to be  processed  or not using  filters.  If the  message is to be
processed,  the parser  adds it to  processing  queue.  Upon  completion  of the
working session with a mail server, the parser processes all the messages in the
queue.  Processing  components  are used to parse,  modify,  and store data from
messages. In the case of Mobile Listing Advantage(TM), all responses or messages
will reflect the most recent  real-time  MLS data.  An  additional  "drill-down"
feature  incorporated into this product allows clients to use the "Reply" e-mail
function to find  additional  information  in the MLS  database,  such as a more
complete listing of the specific real estate property.





                                       20
<PAGE>



     To facilitate  multiple devices,  the Mobile Listing  Advantage(TM)  device
side  software  (the  client)  has also been  scripted  in JAVA.  This  software
language  allows the service to be made available over any JAVA enabled  device,
which includes PDAs and cell phones.

     Currently, RDC supports the BlackBerry family of wireless handheld devices.
Support for other  devices such as Palm and  Handspring  are  scheduled  for the
fourth  quarter of 2004.  RDC has become a  Sub-Dealer  for  Research  In Motion
("RIM")  allowing  us to bundle  Mobile  Listing  Advantage(TM)  on the  popular
BlackBerry  Handheld  Wireless  device  and  sell  the  service  as  a  "Bundled
Solution." Along with the hardware,  we also offer network  connectivity through
national carriers such as T-Mobile,  Nextel,  AT&T and others. RDC has also been
selected as a "preferred vendor" for RE/MAX International,  allowing the Company
to co-market  Mobile Listing  Advantage(TM)  directly to RE/MAX's 75,000 members
throughout the United States and Canada.

         GoFigure(TM)

     GoFigure(TM)  Carrier  Edition is a J2ME MIDP  (Mobile  Information  Device
Profile) form based application that allows mobile sales professionals to create
line-item  quotations  on their mobile  phone.  These  quotations  show the part
number, description and price in a nicely formatted document complete with terms
and conditions.  You can add one or many items in a single quote, which then can
be faxed or e-mailed to your contact.  GoFigure(TM)  Carrier Edition costs $5.00
per download.  Each downloaded  version gives you 10 faxes and unlimited e-mail.

     GoFigure(TM)  Carrier  Edition  has been  launched  on  Nokia's  Tradepoint
Platform.  Nokia  Tradepoint is an online  business-to-business  marketplace and
solution-matching  service,  where  applications are sold directly to operators,
XSPs and enterprises around the world. Nokia Tradepoint contains a wide spectrum
of  applications  covering  business,  finance and  entertainment.  GoFigure(TM)
Carrier Edition is also available through Cingular and Nextel.

     GoFigure(TM)  Enterprise  Edition is a fully integrated  mobile sales force
automation  software  application  designed  to work  on the new RIM  BlackBerry
handheld devices. This application, which resides behind the corporate firewall,
combines the simple and efficient  Java 2 Micro  Edition with a scalable  robust
server based  application that can extract and manipulate  sales,  marketing and
manufacturing  data  stored  in  corporate   databases  or  in  an  ERP  system.
GoFigure(TM)  Enterprise  Edition allows the mobile sales  professional  to have
real-time,  intuitive mobile access to business critical information and product
data that enhances sales  opportunities,  increases  customer  satisfaction  and
grows revenue faster and more profitably.

     Java offers  specific  advantages for wireless  users.  It enables users to
store  information on the handheld  without having to access a wireless  network
every time the same information is needed. Java also provides a feature-rich and
open development platform for creating new applications.

     The GoFigure(TM)  Enterprise Edition solution is targeted at manufacturing,
distribution,  construction and service industries.  It is sold in either an ASP
solution or as an enterprise  server package with an annual per seat license and
maintenance fee.

Status of Publicly Announced Products and Services

     Qxprint(TM):  Version 1.0, released January 2001.  Version 1.5, released in
     June 2001, is currently on the market.

     Mobile Listing  Advantage(TM):  Version 1.0, released October 2001. Version
     1.5, released August 2002. Version 3.0, released January 2003. Version 3.1,
     released March 2003.

     GoFigure(TM):  Enterprise  Version  1.0,  released  May 2002.  Version 2.0,
     released May 2003, is currently in Beta testing.



                                       21
<PAGE>



     GoFigure(TM):  Carrier  Version  1.0,  released  June  2002,  is  currently
     available through Nextel, Cingular Wireless and Nokia Tradepoint.

Business Strategy

     Our business strategy is to be a niche provider of eWASP(TM) technology and
information  management  tools,  programs and products by using the expertise of
our staff in providing solutions for the enterprise and application development.
This strategy is dependent upon our continuing to have sufficient cash flow from
operations  and/or  obtaining  sufficient  additional  financing  with  which to
enhance the commercialization of existing and future products.

     We are in the  process  of  vertically  positioning  Qxprint(TM)  as a back
office tool that will enable clients to send documents from wireless  devices in
real-time through print, fax or e-mail.  Mobile Listing  Advantage(TM),  for the
real  estate  professional,  was  launched  in October  2001.  It is intended to
provide the mobile  professional  with a data application and information  tool,
bundled with vertically specific  functionality,  in order to provide a complete
wireless  solution for the user's  business  needs. We are seeking to maximize a
recurring  revenue  stream  initially by extending our  eWASP(TM)  services to a
variety  of  professional  vertical  markets  and  custom  wireless  application
development.  Our objectives for our software applications include the following
key elements:

     *    to sell our  products  in many  vertical  markets,  as the  market for
          wireless technologies is developing;
     *    to build a  subscription  base for  DocLYNX  Lite for the real  estate
          professional;
     *    to maintain  Qxprint(TM) as a horizontal wireless application marketed
          to mobile sales professionals;
     *    to develop niche vertical markets for Qxprint(TM) enterprise editions;
     *    to pursue marketing  opportunities that allow us to develop the market
          presence  needed to support  sales goals and to attract  developers of
          new products and services;
     *    to maintain and strengthen strategic  relationships with suppliers and
          customers;
     *    to focus on  providing a quality  product,  in addition to support and
          development after the sale;
     *    to utilize expertise in management to deliver products and services in
          a timely manner, control costs and manage budgets;
     *    to pursue selective partnerships to expand our capabilities,  products
          and services.

     Our revenues to date have been marginal and therefore our business strategy
is based  entirely  upon our continued  capital  raising  activities.  We expect
future revenues to be based upon license fees for GoFigure(TM) subscriptions and
transaction fees from our Qxprint(TM) product. Mobile Listing Advantage(TM) is a
subscription  based model and is sold as a bundled solution  including  hardware
and network sales.  Additional  monies are also received as a result of sales of
RDC common stock.

     Our revenues are dependent on the volume of sales of our products. Revenues
from sales are recognized in the period in which revenues are earned.  Our gross
profit  margin will be determined in part by our ability to estimate and control
direct costs of  production  and shipping  and our ability to  incorporate  such
costs in the price charged to our customers.

Marketing and Distribution

     The integration of wireless  networks with the Internet,  combined with the
convergence of "smart" mobile devices incorporating  newly-designed web browsers
and  operating  systems  that  will  accommodate  third-party  applications,  is
anticipated to change  drastically the way people around the world conduct their
businesses  and  utilize  their  leisure  time.  The  strongest  user demand for
wireless Internet services comes from three categories:  e-mail messaging, World
Wide Web browsing, and pull content (also known as Web clipping).




                                       22
<PAGE>



     Of the three,  e-mail messaging is the most critical.  Workers have come to
rely upon e-mail and want access to it all the time,  even when they do not have
access to a phone jack.  Other  applications  that appear to have become popular
for the mobile professional include document retrieval, print and fax on demand,
voice  recognition,  video  conferencing  and personal  information  management.
Vendors are  developing  new  portable  computing  devices at  breakneck  speed.
Wireless data currently allows customer service,  sales executives and others to
perform where customer demands dictate and with minimal restriction. This should
be a key revenue producer for companies with one hundred (100) or more employees
and should provide a wide marketing opportunity for wireless equipment, wireless
applications development and wireless services.

     Our marketing plan is to provide a total  "Bundled"  solution to the mobile
professional.  We are  positioning  ourselves  as a vertical  centered  Wireless
Product,  Program,  Application and Solution Provider. Also, we will continue to
develop multi-platform applications to benefit mobile professionals,  as well as
resell wireless hardware and network.

     Our objective for the  horizontal  version of Qxprint(TM) is to achieve ten
thousand  (10,000)  customers  in 2004,  seventy  percent  (70%)  from  Internet
marketing and thirty percent (30%) from basic  marketing.  We are making a major
effort for vertical  penetration  into the areas  including the  distribution of
safety data  sheets  such as chemical  and  hazardous  materials.  Revenue  from
Qxprint(TM)  vertical  solutions are based on  modification,  customization  and
licensing fees.

     Mobile   Listing   Advantage(TM)   is  target   marketed   to  real  estate
professionals.  We are actively  pursuing license  agreements based on a revenue
share model with individual MLS boards and other MLS data  aggregators,  as well
as national real estate  brokerages.  Once agreements are in place,  the Company
will partner with each MLS source to market directly to the realtor.  Currently,
RDC  has  signed   agreements   with   seventeen  (17)  MLS  boards  and/or  MLS
Associations,  which  combined  represent  64  individual  MLS's,  comprised  of
approximately  160,000  members.  In the  future,  we will  continue to actively
pursue  other  MLS's,   both  in  the  United  States  and  abroad.   There  are
approximately  950,000  active real estate  professionals  in the United  States

today and we plan to have a  penetration  of ten percent  (10%) of the market by
the fourth quarter of 2005.  Mobile Listing  Advantage(TM)  is being marketed by
RDC, RIM, RE/MAX International,  Nextel,  T-Mobile, AT&T Wireless,  Cingular and
channel partners.

     Our strategy is to become a dominant provider of wireless data applications
and  information  management  solutions  by  using  management's  expertise  and
knowledge of information management; aggressively promoting our products through
direct  sales,  advertising,  Internet  branding and trade show  marketing,  and
forming strategic  alliances with key industry leaders.  We seek to maximize our
recurring  revenues by  providing  monthly  ISP and  wireless  services  for our
applications  along with site licenses for our enterprise  editions.  Management
also plans to enter new  domestic and foreign  markets by  expanding  into other
vertical and horizontal  markets,  increasing the number of our channel  partner
relationships and fostering new strategic alliances.

     We perceive the keys to meeting our strategic marketing  objectives include
the following:

     Provide a bundled  solution:  We will  continue to build our  relationships
     with hardware  manufacturers,  as well as network  carriers,  to be able to
     offer "One-Stop-Shopping" for our enterprise and consumer applications.

     Build critical mass: We must build a branding  strategy through  aggressive
     promotion  of our  vertical  market  based  applications.  This can be done
     through advertisements in various trade specific magazines and websites. We
     have participated and we intend to continue to participate at several trade
     shows where representatives can demonstrate our products and services. Thus




                                       23
<PAGE>



     far, we are pleased with the feedback we have  received on our products and
     services.   Our  marketing   strategy   includes   press  releases  on  new
     developments  along with speaking  engagements  for top managers to promote
     and build  brand  awareness.  Also,  we may seek the  expertise  of a large
     public  relations  firm to  build  top of mind  awareness  not  only in our
     vertical markets, but also the investment  community;  however, no specific
     plans along this area have been finalized.

     Develop the market for existing and new products for mobile  professionals:
     Our initial focus is to meet the needs of the mobile professional.  We have
     been  and  we  will  continue  to  focus  on  the  sales  professional  who
     understands  the value of real time  information  and the  ability to share
     that  information  with their  clients,  colleagues and offices in a timely
     manner. We plan to develop what we believe will be a complete solution that
     includes the  software as well as the  platform on which to drive  customer
     information needs. We plan the development of additional services that will
     expand  and  enhance  the  capabilities  of  Qxprint(TM),  DocLYNX(TM)  and
     GoFigure(TM).   These   enhanced   functions  are  intended  to  allow  our
     professional clients to use information more efficiently and effectively.

     Expand  into new  industries:  Management  believes  that it can  apply our
     information  management solutions and wireless  applications in any market,
     including,  but  not  limited  to,  real  estate,   financial,   insurance,
     construction,  industrial and legal. Additionally,  we believe our products
     are easily adaptable to horizontal markets including traditional industrial
     businesses, manufacturing and distribution.

     Pursue  channel  partners,   direct  response   marketing,   and  strategic
     acquisitions: We intend to market our products through channel partners who
     share  our goals and  values,  direct  marketing  efforts  and  traditional
     marketing.  Additionally, we are seeking strategic alliances with companies
     who could provide us with access to their  databases.  Currently,  hardware
     manufacturing  partners  such  as RIM  provide  valuable  leads  and  sales
     support, creating a virtual sales force for the Company.

     Develop our customer base and  strengthen the  Qxprint(TM),  Mobile Listing
     Advantage(TM),  powered by  DocLYNX(TM)  and  GoFigure(TM)  brands  through
     enhanced sales and marketing promotions:  We intend to be aggressive in our
     marketing mix by promoting the DocLYNX(TM) and Qxprint(TM)  brands, as well
     as its HORIZON platform. We intend to target DocLYNX(TM)  technology in the
     real estate,  property management,  financial services,  alarm,  insurance,
     construction,  and  related  industries.  Initially,  our  plans  include a
     continued  testing  phase  that  should  allow us to  collect  and  analyze
     customer feedback. With this information,  we hope to formulate a print and
     Internet  advertising  campaign  along with  presentations  and exhibits at
     trade  shows to  generate  top of mind  awareness  targeted  to the  mobile
     professional.

     Develop an in-house marketing  communications and customer support program:
     Our marketing staff has developed marketing and sales literature along with
     demonstration  tools that support  both direct sales and customer  support.
     Our websites are scheduled to be constantly updated to show the most recent
     developments and  partnerships.  We are striving to offer the best customer
     service possible by seeking  solutions and answers in a timely fashion.  We
     have staffed a customer service department and we will use automatic e-mail
     responses for common questions or problems.  To achieve long-term  success,
     we believe we must strive for superior customer  service,  customization of
     products and services, interactivity and maximum buying convenience.





                                       24
<PAGE>



     Maintain  and  strengthen  our  strategic   relationships  with  suppliers:
     Building a successful  business  requires  strategic  initiatives that will
     provide  access to  potential  customers  and entry  into new and  targeted
     markets,  develop and affirm credibility in the market place, generate name
     recognition,   allow  for  alignment  with  reputable  and  well  known  or
     established companies with significant customer bases, and permit a company
     to enlist  technologies that supplement existing or in-house technology and
     applications. It is critical to build a "spider web" in strategic alliances
     and  partnerships.  Just as the spider,  when weaving a web, one must start
     with one strand  then begin to build the total web.  Rarely does the spider
     catch anything until the web is completed,  so that is our strategic  plan,
     that is, to build a solid  base of  partnerships  and  alliances  to better
     position us for growth and profitability.

     We believe  that  strategic  positioning  and  planning  are critical for a
successful  business,  whether a startup or for an established company. In order
to accomplish these goals, we believe  strategic  partnerships  provide critical
supplementation of existing products, services or technologies. We believe these
partnerships and the strategic  positioning will enable us to provide robust and
successful   applications   at  a  faster  rate  to  meet  market  and  customer
expectations.  Building this  strategic  positioning  and moving to create these
partnerships  we  believe is a key to success  for a global  mobile  application
developer.

Sources and Availability of Raw Materials

     The  materials and  equipment  needed to produce our software  products are
widely  available  from  numerous  third  parties.  No shortage of  materials is
expected in the foreseeable future.

Dependence on One or Few Customers

     We will rely heavily on our  customers'  preferences  to best determine the
products  that we will  produce.  The  commercial  success of our products  will

depend on our ability to predict the type of product that will appeal to a broad
spectrum of the populous and the affordability of our products. Although we plan
to test  market  our future  products  prior to their  release,  there can be no
assurance  that we will be able to  predict  the appeal of our  products  before
their production.  Considerable expense is incurred on production costs before a
product can be test marketed.  Therefore,  although a product which tests poorly
can be scrapped before additional  expenses associated with release is incurred,
including  marketing and distribution  costs, we may have to bear the expense of
production  of some  products,  which  may  never be  released.  This may have a
material adverse effect on us.

Research and Development Plans

     The Company  believes that research and development is an important  factor
in its future growth.  The software  industry and data storage and  transmission
are closely linked to the latest technological advances.  Therefore, the Company
must invest  continually  in  technology  in order to provide  the best  quality
product to the public and to compete  effectively  with other  companies  in the
industry.  No assurance can be made that the Company will have sufficient  funds
to purchase technological advances as they become available.  Additionally,  due
to the rapid rate at which technology  advances,  the Company's equipment may be
outdated  quickly,  preventing  or impeding the Company from  realizing our full
potential profits.

Employees

     At March 31, 2004,  the Company  employed  14 persons.  None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
continued product rollout to accommodate its needs.




                                       25
<PAGE>



Results of  Operations  - For the Three  Months  ended and Six Months ended
                          March 31, 2004 and March 31, 2003

Revenues

     Revenues for the three months ended March 31, 2004 were $7,272  compared to
$12,096 for the three months ended March 31, 2003.  The Company feels that sales
have  lagged for  approximately  twelve  months.  All of the  telecommunications
companies continue to face serious challenges in the industry from the emergence
of new technology and their lack of ability to gain  strategic  market  in-roads
with  potential  new users.  The Company is of the opinion that after the second
quarter  market  news and the new  technology  releases,  RDC's  position in the
industry  shall  stabilize  and the  revenues  shall  increase  according to the
forecasted plan.

     Revenues for the six months  ended March 31, 2004 were $11,225  compared to
$14,329 for the six months ended March 31, 2003. The wireless  industry today is
guided by the names and  familiarization of names in the industry.  With many of
the problems solved concerning the provision of establishing a subscriber to the
system  behind,  the Company  can look  forward to signing  real  estate  agents
through  other  than the  internet  and  system  update.  The  Company  has been
perfecting a on line three or four step subscription process,  which will reduce
the man hours to establish an individual account through the MLA product.

     The  management  of RDC is  continuing  to project  earnings for the period
ended  December  2004 based on the rate and  active  interest  in the  Company's
products.


Operating Costs and Operating Losses

     Operating  costs for the three months  ended March 31, 2004 were  $909,078,
compared to $939,098 for the three months ended March 31, 2003.  Even though the
Company is continuing  its efforts to reduce the costs of operations in relation
to the  revenues  received,  continued  expenditures  have been made in critical
areas such as trade shows and conventions, in addition to the costs of marketing
and distribution.  These distribution  expenditures  accounted for approximately
$40,000 in salaries, benefits and travel and sales expenses during this quarter.

     Operating  costs for the six months  ended March 31,  2004 were  $1,732,591
compared to  $1,703,921  for the period  ended March 31,  2003.  Included in the
operation  for  the  six  months  ended  March  2004  is  the   recognition   of
approximately  $95,000 in  compensation  for the  issuance of 480,000  shares of
options granted to the Board of Directors,  October 1, 2003. The total amount of
unearned  compensation,  $312,000 is being is  amortizable  over the life of the
options,  three years.  Also included in the six months  operating  costs is the
legal and auditing fees for the preparation,  review and  certification  and the
filing expenses related to the Securities and Exchange Commission SB-2 filing.

     Net losses from  operations  for the three months ended March 31, 2004 were
$908,817  compared to $933,300 for the three  months  ended March 31, 2003.  The
lack of sales  volume  continued  through  the  last  quarter  causing  the high
operating  losses.  Even though losses from  operations  for the period are down
approximately  $25,000,  during the three  months,  the Company has continued to
focus on marketing  and  distribution.  Higher costs for travel and trade shows,
increase in  distribution  personnel and other costs  associated  with marketing
have increased by thirty percent.  Also included in the summary of costs for the
period,  the  Company  is  amortizing  the  costs of the  unearned  compensation
computed  based on the issuance of stock options to the Board of Directors.  For
the period ended March 31, 2004 the Company had recognized approximately $95,000
in additional expense.






                                       26
<PAGE>



     Net losses  from  operation  for the six months  ended  March 31, 2004 were
$1,734,787  compared to  $1,697,526  for the six months  ended  March 31,  2003.
Again,  the  lack of  volume  and  the  additional  costs  associated  with  the
Securities and Exchange  Commissions SB-2 filing during the quarter added to the
increase in  marketing  and  advertising  costs for the period  above normal and
acceptable costs levels.  Management feels that the costs are justified and will
have an impact on the  Company's  income and volume within the next two quarters
of operations.  In addition,  costs  associated with the employee  benefits plan
have  risen  approximately  twenty-five  (25%)  percent  since the  prior  year.
Directors and Officers  insurance has increased by  approximately  fifty percent
(50%) since the prior year. The total cost of the insurance package is currently
$120,000 versus the prior year's cost of $61,000.

Net Losses

     The Net Loss for the  three  months  ended  March 31,  2004 was  $1,097,795
compared to $964,458 for the three months ended March 31, 2003. Interest expense
for the three months  ended March 31, 2004 was $188,978  compared to $31,189 for
the three  months ended March 31,  2003.  Interest  expense for the three months
ended March 31, 2004 included $163,126 in note discount amortization and $25,852
in interest on notes payable and convertible  notes payable  compared to $11,940
in note discount amortization and interest on note payable and convertible notes
payable $19,249 for the three months ended March 31, 2003.

     The Net  Loss for the six  months  ended  March  31,  2004  was  $1,978,136
compared to $1,814,770 for the six months ended March 31, 2003. Interest expense
for the six months  ended March 31, 2004 was  $243,349  compared to $117,275 for
the six months ended March 31, 2003.  Interest  expense for the six months ended
March 31, 2004 included  $199,029 in note discount  amortization  and $44,320 in
interest on notes payable and convertible  notes payable  compared to $80,820 in
note discount  amortization  and interest on note payable and convertible  notes
payable $36,455 for the three months ended March 31, 2003.

Assets and Liabilities

     At March 31, 2004, total assets were $100,090  compared to $1,229,317 as of
March 31, 2003. The changes in assets are accounted for in the  amortizations of
Software  costs and Furniture  and  Fixtures.  During the period ended March 31,
2004 the Company completed amortizing the initial costs of software development.
Also, at March 31, 2004 the Company  virtually  completed the  depreciation  and
amortization of the original equipment purchased in the year 2000-2001.

     At March 31, 2004, total liabilities were $1,023,990 compared to $1,137,377
as of March 31,  2003.  Liabilities  consisted of  primarily  accrued  wages and
taxes,  notes payable to shareholders and related parties with accrued interest,
and short-term convertible debt. During the six months ended March 31, 2004, the
Company issued convertible notes payable,  maturing in one year from the date of
issuance, in the amount of approximately $902,000. All convertible notes were at
an annual  interest rate of interest of eight percent (8%). Each note carries an
option  to  convert  the note  into  shares of  restricted  common  stock of the
Company,  at a price of fifty cents ($.50) per share.  To date,  no  convertible
note holder has exercised any of his options. In addition,  $65,000 was advanced
to the Company by one of its officers.  The note, payable on demand and carrying
an annual  interest rate of eight percent (8%),  was issued to the officer.  The
note does not have any conversion privileges.

Stockholders' Equity

     Stockholders' equity was a negative $923,900 as of March 31, 2004, compared
to a positive  $91,940 as of March 31, 2003,  representing a negative  change in
equity of $1,015,840.

Liquidity of Capital Resources

     At March 31,  2004,  the Company had negative  working  capital of $954,034
compared to negative working capital of $1,084,829 at March 31, 2003.




                                       27
<PAGE>



     Our auditors,  Pender Newkirk & Co., have indicated that based on the audit
of the Company's records,  with the continued losses sustained by the Company in
its operations,  there is substantial doubt in the Company's ability to continue
as a going concern.

     Management  believes  that the Company will need  approximately  $2,000,000
combined  funding and revenues  generated from operations to provide  continuing
operations  for the next twelve  months.  Management is also of the opinion that
these funds will have to be received through the issuance of debt instruments or
a combination of debt/equity  funding. The Company is not relying on the revenue
generation until sometime in first quarter of 2005.

     During the six months  ended  March 31,  2004,  net cash used by  operating
activities was $1,021,680  compared to $1,023,099 for the six months ended March
31,  2003.  The  Company  has  continued  its  efforts  to build  the  corporate
infrastructure  in  research  and  product  development  and the  marketing  and
distribution of new products developed for the Real Estate and Alarm industries.
These  activities  have  increased  the costs of  operations  to the  Company by
approximately  twenty five (25%)  percent  over the last six months,  increasing
monthly expenditures from $125,000 to $150,000 per month, on average. Management
considers this increase in cost, necessary and made a commitment to continue the
line of funding until all monetary requirements are met.

Financing Activities

     For the six months ended March 31, 2004, the Company received $169,000 from
the issuance of restricted  common stock, net of offering costs of $30,420.  The
Company also received $902,000, in convertible notes payable, from Shareholders,
less $92,895 in offering cost. In addition, an officer of the Company provided a
loan to the Company in the amount of $65,000.  The loan is  evidenced  by a note
payable on demand,  at an interest  rate of eight  percent  (8%) per annum.  All
funds  were  used as  working  capital  to  continue  research  and  development
activities  and the  acquisition  of data from  various  Multi-Listing  Services
across the United  States.  The Common  Stock of the  Company was issued for the
price of one dollar ($1.00) per share.

Board Options

     On October 1, 2003,  each member of the Board of  Directors  was granted an
option to purchase 60,000 shares of the Company's  restricted common stock. Each
member of the Board is  entitled  to  exercise a total of  thirty-three  percent
(33%) of his options (20,000  shares) each year, on the anniversary  date of the
granting of the options.  The price is  thirty-five  percent (35%) of the market
price at the time of exercise. If the total options granted are not exercised in
the period,  they are  forfeited as of the close of  business,  thirty days (30)
after the anniversary date of exercise.  The total cost of these options granted
on 480,000  shares of  restricted  common  stock was  computed to be $312,000 in
unearned compensation. The amounts are currently being amortized into operations
over a three  year  period,  based on the  number  of  months  the  options  are
outstanding..

     For the six months ended March 31,  2004,  the Company  charged  $95,334 to
expense to record the amortization of the total compensation cost of the options
to be issued.

Forward-looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as




                                       28
<PAGE>



future capital expenditures (including the amount and nature thereof),  business
strategy,  expansion and growth of the Company's  business and  operations,  and
other such matters are forward-looking statements. These statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the control of the Company.

     Consequently,  all of the  forward-looking  statements  made in  this  Form
10-QSB is qualified by these cautionary statements and there can be no assurance
that the actual  results or  developments  anticipated  by the  Company  will be
realized or, even if  substantially  realized,  that they will have the expected
consequence  to or effects on the  Company or its  business or  operations.  The
Company assumes no obligations to update any such forward-looking statements.

Forward-Looking Statements

     Certain statements contained in this quarterly filing,  including,  without

limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     Such factors include, among others, the following: international,  national
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and introduction;  existing government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology;  and other  factors  referenced in this and previous  filing.  Given
these uncertainties, readers of this Form 10-QSB and investors are cautioned not
to  place  undue  reliance  on  such  forward-looking  statements.  The  Company
disclaims any obligation to update any such factors or to publicly  announce the
result  of any  revisions  to any of the  forward-looking  statements  contained
herein to reflect future events or developments.

Item 3.       Controls and procedures.

a.   Evaluation of disclosure controls and procedures.

     We maintain  disclosure  controls  and  procedures  designed to ensure that
material  information  related  to us is  recorded,  processed,  summarized  and
reported  in  accordance  with SEC rules and  forms.  Our  management,  with the
supervision  of the  Chief  Executive  Officer,  John  Harkola,  and  the  Chief
Financial  Officer,  Anthony  Cella,  have  evaluated the  effectiveness  of our
disclosure  controls and  procedures as of the end of the period covered by this
report.  Based upon that  evaluation,  Mr.  Harkola and Mr. Cella have concluded
that our disclosure  controls and  procedures are effective in causing  material
information to be recorded,  processed,  summarized and reported so as to ensure
the quality and  timeliness of our public  disclosures  in  compliance  with SEC
rules and forms.






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<PAGE>



b.   Changes in internal controls.

     There was no change in our internal  control over financial  reporting that
occurred during our most recent fiscal quarter that has materially affected,  or
is reasonably likely to materially  affect,  our internal control over financial
reporting.




                                     PART II

Item 1. Legal Proceedings.

     The  Company  knows  of no legal  proceedings  to which it is a party or to
which any of its  property  is the  subject  which are  pending,  threatened  or
contemplated or any unsatisfied judgments against the Company.

Item 2. Changes in Securities and Use of Proceeds

     Within  the past  three  years,  the  Company  sold  securities  in private
transactions,  without  registration  under the Act.  In doing so,  the  Company
relied upon the  exemption  provided by Section  4(2) of the Act and Rule 506 of
the  Securities  Act of 1933,  as  amended.  Each  investor  had a  pre-existing
relationship  with  the  Company  and had  access  to all  material  information
pertaining to the Company and its financial condition.  In addition, the Company
relied  upon  the  applicable  state  exemption  in every  state  in  which  its
securities were sold or issued.

     The Company  relied upon Section  4(2) of the  Securities  Act of 1933,  as
amended (the "Act") and Rule 506 of Regulation D promulgated  there under ("Rule
506") for  several  transactions  regarding  the  issuance  of its  unregistered
securities. In each instance, such reliance was based upon the fact that (i) the
issuance  of the shares did not  involve a public  offering,  (ii) there were no
more than thirty-five (35) investors (excluding "accredited  investors"),  (iii)
each  investor  who was not an  accredited  investor  either  alone  or with his
purchaser  representative(s)  has such knowledge and experience in financial and
business  matters that he is capable of  evaluating  the merits and risks of the
prospective  investment,  or the issuer reasonably believes immediately prior to
making any sale that such  purchaser  comes  within this  description,  (iv) the
offers  and  sales  were made in  compliance  with  Rules  501 and 502,  (v) the
securities  were subject to Rule 144  limitations on resale and (vi) each of the
parties was a sophisticated  purchaser and had full access to the information on
the Company necessary to make an informed  investment  decision by virtue of the
due diligence  conducted by the purchaser or available to the purchaser prior to
the transaction (the "506 Exemption").

     During the six months ended March 31, 2004, the Company  received  $169,000
from the issuance of restricted  common stock sold to eleven (11) persons,  less
commissions  and fees of $30,420.  The Company  also  received  $65,000 in notes
payable from officers and an additional  $902,000 in  convertible  notes payable
from shareholders, net of offering costs of $92,895. During the six months ended
March 31, 2004, the Company did not repay, nor was it obligated to repay, any of
these notes or convertible  notes, or any outstanding or accrued  interest.  For
the six months ended  December 31, 2004, the Company had no conversions of notes
payable  and/or  accrued  interest into shares of restricted  Common Stock.  All
funds, net of offering costs,  were used as working capital to continue research
and   development   activities   and  the   acquisition  of  data  from  various
Multi-Listing Services across the United States. The Common Stock of the Company
was issued at a price of one dollar ($1.00) per share.

Item 3. Defaults in Senior Securities

None.






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<PAGE>



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

     No matter was  submitted  during the  quarter  ending  December  31,  2003,
covered by this  report to a vote of the  Company's  shareholders,  through  the
solicitation of proxies or otherwise.


Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.    Exhibit Name
------------   ---------------------
3.(i).1  [1]   Articles of  Incorporation  of Lautrec,  Inc. filed September 18,
               1995.

3.(i).2  [1]   Articles of Amendment to Articles of Incorporation filed December
               6, 1999.

3.(i).3  [3]   Articles of Amendment to Articles of  Incorporation  changing the
               name to RDC International, Inc. filed July 11, 2000.

3.(ii).1 [1]   Bylaws of the Company.

4.1      [2]   Share Exchange Agreement between the Company,  Retrieval Dynamics
               Corporation   and  the   shareholders   of   Retrieval   Dynamics
               Corporation dated June 30, 2000.

4.2      [4]   Convertible  Note by Retrieval  Dynamics  Corporation in favor of
               Clifford Tager dated March 1, 2000.

4.3      [4]   Convertible  Note by Retrieval  Dynamics  Corporation in favor of
               Clifford Tager dated April 1, 2000.

4.4      [4]   Convertible  Note by Retrieval  Dynamics  Corporation in favor of
               Ned W. Shawkey and Helen Shawkey Trustees dated April 11, 2000.

4.5      [4]   Convertible  Note by Retrieval  Dynamics  Corporation in favor of
               Charles H. Fridley and Teresa S. Fridley JT dated April 11, 2000.

4.6      [4]   Convertible  Note by Retrieval  Dynamics  Corporation in favor of
               Janet Molino-Bem dated April 11, 2000.

4.7      [4]   Convertible  Note by Retrieval  Dynamics  Corporation in favor of
               Kirk Groome and Alma Groome JT dated June 15, 2000.

4.8      [4]   Offering Memorandum dated September 30, 2000.

4.9      [4]   Form of  Subscription  Agreement  pursuant to September  30, 2000
               Offering Memorandum.

4.10     [4]   Convertible  Note by Retrieval  Dynamics  Corporation in favor of
               Clifford Tager dated August 1, 2000.

4.11     [5]   Convertible  Note by the  Company  in favor of  Robert  and Nancy
               Zivitz dated July 10, 2001.

4.12     [5]   Convertible  Note by the  Company  in favor of  Robert  and Nancy
               Zivitz dated July 16, 2001.

5.1      [7]   Opinion re: Legality (includes Consent of Counsel)

10.1     [4]   Employment  Agreement between Retrieval Dynamics  Corporation and
               John Harkola dated September 1, 1999.



                                       31
<PAGE>



10.2     [4]   Employment  Agreement between Retrieval Dynamics  Corporation and
               Anthony Cella dated March 1, 2000.

10.3     [4]   Cooperation  Agreement between Retrieval Dynamics Corporation and
               Phone Online, Inc. dated September 2000.

10.4     [4]   Web Development  Agreement between Retrieval Dynamics Corporation
               and MethodFactory, Inc. dated September 13, 2000.

10.5     [4]   Contact  Import and  Customer  Service  Scope  Agreement  between
               Retrieval  Dynamics  Corporation  and  MethodFactory,  Inc. dated
               October 25, 2000.

10.6     [4]   Master Service Agreement between Retrieval  Dynamics  Corporation
               and Phone Online, Inc. dated October 2000.

10.7     [4]   Lease  Agreement  between  Retrieval  Dynamics   Corporation  and
               Osprey, S.A., Ltd. dated November 2000.

10.8     [4]   Option  Agreement  between  the  Company  and  Quantam  Financial
               Management Company.

10.9     [5]   Wireless Service Internet  Agreement between  Retrieval  Dynamics
               Corporation and Sprint Spectrum, L.P. dated July 30, 2001.

10.10    [6]   Equity  Financing  Agreement  between  the  Company  and  Unicorn
               Capital Investments Limited and related documents.

10.11    [6]   Sub-Dealer  Agreement,  Sub-Dealer  Supply  Agreement and related
               documents   between   the  Company   and   VoiceStream   Wireless
               Corporation and Research In Motion Corporation.

31.1      *    302 Certification by Chief Executive Officer.

31.2      *    302 Certification by Chief Financial Officer.

32.1      *    Sarbanes-Oxley Certification by Chief Executive Officer.

32.2      *    Sarbanes-Oxley Certification by Chief Financial Officer.
-------------------------

*    Filed herewith

[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed February 22, 2000.
[2]  Previously  filed with the Company's  Current Report on Form 8-K filed July
     14, 2000.
[3]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 21, 2000.
[4]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     January 16, 2001.
[5]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     December 31, 2001.
[6]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 16, 2002.
[7]  Previously  filed with the  Company's  Registration  Statement on Form SB-2
     filed January 27, 2004.

     (b) A report on Form 8-K was  filed on July 14,  2000  reporting  the Share
Exchange conducted between the Company,  Retrieval Dynamics  Corporation and the
shareholders  of Retrieval  Dynamics  Corporation  on June 30, 2000.  An amended
report on Form 8-KA was filed on September 29, 2000, which included the required
financial statements of Retrieval Dynamics Corporation.




                                       32
<PAGE>



                                   SIGNATURES

     In accordance with Section 13 and 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             RDC International, Inc.
                                  (Registrant)

Date: May 24, 2004

By:/s/ John Harkola
-----------------------------------------
John Harkola, Chairman and CEO

By:/s/ Anthony Cella
-----------------------------------------
Anthony Cella, CFO and Vice-Chairman

By:/s/ Clifford Tager
-----------------------------------------
Clifford Tager, Secretary and Director

By:/s/ Benjamin Dickens
-----------------------------------------
Benjamin Dickens, Director

By:/s/ Alan Reiter
-----------------------------------------
Alan Reiter, Director

By:/s/ Brad Vossler
-----------------------------------------
Brad Vossler, Director

By:/s/ Philip Leone
-----------------------------------------
Philip Leone, Director

By:/s/ Louis T. Fiore
-----------------------------------------
Louis T. Fiore, Director




                                       33