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 December 31, 2002

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

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 December 31,  2002,  there were  16,693,847  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

                      As of December 31, 2002 (Unaudited),
                       the Three Months Ended December 31,
                           2002 and 2001 (Unaudited),
              and the Period September 8, 1999 (Date of Inception)
                      through December 31, 2002 (Unaudited)



Contents


Consolidated Financial Statements:

    Consolidated Balance Sheet...............................................F-2

    Consolidated Statements of Operations....................................F-3

    Consolidated Statements of Changes in Stockholders' Equity...............F-4

    Consolidated Statements of Cash Flows....................................F-8

    Notes to Consolidated Financial Statements..............................F-10








<PAGE>


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

                           Consolidated Balance Sheet

                                December 31, 2002
                                   (Unaudited)


<S>                                                                             <C>
Assets
Current assets:
    Cash                                                                        $       73,573
    Employee advances                                                                    3,300
    Prepaid expenses and other current assets                                           20,424
                                                                                --------------
Total current assets                                                                    97,297
                                                                                --------------

Furniture and equipment, net of accumulated depreciation                               162,420
                                                                                --------------

Other assets:
    Software, net of accumulated amortization                                        1,299,814
    Other                                                                               16,016
                                                                                --------------
Total other assets                                                                   1,315,830
                                                                                --------------

                                                                                $    1,575,547


Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, trade                                                     $      135,147
    Accounts payable, stockholders and related parties                                  86,635
    Notes payable, stockholders and related party                                      277,900
    Convertible notes payable, stockholders, net of
        unamortized discount of $11,940                                                348,060
    Accrued payroll and payroll taxes                                                  317,518
    Other accrued expenses                                                              33,584
                                                                                --------------
Total current liabilities                                                            1,198,844
                                                                                --------------

Stockholders' equity:
    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; 16,693,847 shares issued and outstanding                             1,669
    Additional paid-in capital                                                       9,454,401
    Deferred offering costs                                                            (64,939)
    Deficit accumulated during development stage                                    (9,014,428)
                                                                                --------------
Total stockholders' equity                                                             376,703
                                                                                --------------

                                                                                $    1,575,547
</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 Operations




                                                                                             Period September 8,
                                                         Three Months Ended                     1999 (Date of
                                                              December 31,                    Inception) through
                                                   ---------------------------------             December 31,
                                                         2002               2001                    2002
                                                   ----------------------------------------------------------------
                                                      (Unaudited)         (Unaudited)            (Unaudited)

<S>                                                <C>                 <C>
Sales                                              $        2,233      $                       $        8,734

Cost of sales                                               1,636                                       7,032
                                                   ----------------------------------------------------------------

Gross profit                                                  597                                       1,702

Operating costs and start-up expenses                     764,823      $     873,518                8,630,626
                                                   ----------------------------------------------------------------

Net loss from operations                                 (764,226)          (873,518)              (8,628,924)

Other income                                                                                            9,657

Interest expense                                          (86,086)            (6,932)                (395,161)
                                                   ----------------------------------------------------------------

Net loss                                           $     (850,312)     $    (880,450)          $   (9,014,428)
                                                   ================================================================

Net loss per share                                 $         (.05)     $        (.06)          $         (.77)
                                                   ================================================================

Weighted average number of
    common shares                                      16,517,054         14,111,468               11,665,914
                                                   ================================================================
</TABLE>










The accompanying notes are an integral
part of the consolidated financial statements.                               F-3


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

                Three Months Ended December 31, 2002 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                      through December 31, 2002 (Unaudited)


                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                <C>                                           <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
Collection of stock subscription, September 2000
Issuance of common stock for services at $.0001
    per share, July 2000                                              120,000                 12
Issuance of common stock for cash at $1 per share,
    July 2000                                                          15,000                  1             14,999
Issuance of common stock for cash at $1 per share,
    August 2000                                                       100,000                 10             99,990
Issuance of common stock for cash at $1 per share,
    September 2000                                                      5,000                  1              4,999
Issuance of stock for services at $1 per share,
    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
Issuance of common stock at $1 per share for stock
    subscription, November 2000                                       189,080                 20            189,060
</TABLE>


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


<PAGE>










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

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

                                                                         12

                                                                     15,000

                                                                    100,000

                                                                      5,000

                                               (100,000)

                                                                     30,750
---------------------------------------------------------------------------
       (965,105)             (1,500)           (100,000)           (804,224)

                           (189,080)
</TABLE>


                                                                             F-4


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

                Three Months Ended December 31, 2002 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                      through December 31, 2002 (Unaudited)



                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                              <C>                <C>                <C>
Collection of stock subscription, November 2000
Issuance of common stock and warrants at $1 per
    share for cash, November 2000                                   3,347,170                334          3,346,835
Issuance of common stock at $1 per share for
    services, November 2000                                            50,000                  4             49,996
Issuance of common stock at $.50 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                                                                                  (30,750)
Offering costs, November 2000
Issuance of common stock and warrants at $1
    per share for cash, January 2001                                1,176,425                118          1,176,307
Issuance of common stock and warrants at $1
    per share for cash, February 2001                               1,176,425                118          1,176,307
Issuance of common stock at $1 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 per share as part
    of offering costs, August 2001                                    324,375                 32            324,343
Collection of stock subscription, September 2001
</TABLE>



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


<PAGE>









<TABLE>
<CAPTION>
  Deficit
Accumulated
  During                                   Deferred
Development                Stock           Offering
  Stage               Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                  <C>
                              1,500                                   1,500

                                                                  3,347,169

                                                                     50,000

                                                                     19,103


                                                                    (30,750)
                                                (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)
                             19,985                                  19,985
</TABLE>




                                                                             F-5


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

                Three Months Ended December 31, 2002 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                      through December 31, 2002 (Unaudited)



                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                              <C>                 <C>                <C>
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
    per share for cash, October 2001                                  274,400                 27            274,373
Issuance of common stock and warrants at $1
    per share for cash, November 2001                                 701,500                 70            701,430
Issuance of common stock and warrants at $1
    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
    per share for cash, January 2002                                  485,500                 49            485,451
Issuance of common stock and warrants at $1
    per share for cash, February 2002                                 485,700                 49            485,651
Issuance of common stock and warrants at $1
    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
Intrinsic value of beneficial conversion feature on
    convertible debt, May 2002                                                                               79,121
Issuance of detachable warrants in connection with
    convertible debt, May 2002                                                                               20,879
</TABLE>


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


<PAGE>









<TABLE>
<CAPTION>
  Deficit
Accumulated
  During                                   Deferred
Development                Stock           Offering
   Stage              Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                 <C>
                                                201,524             201,524
     (3,512,013)                                                 (3,512,013)
---------------------------------------------------------------------------
     (4,477,118)                  0            (162,187)          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

                                                                     20,879
</TABLE>



                                                                             F-6


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

                Three Months Ended December 31, 2002 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                      through December 31, 2002 (Unaudited)



                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                              <C>                 <C>                <C>
Issuance of common stock for marketing
    services, June 2002                                                10,000                  1              9,999
Issuance of common stock and warrants at
    $1 per share for cash, August 2002                                 25,000                  3             24,997
Offering costs
Amortization of offering costs                                                                              (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 per share for
    cash, October 2002                                                 10,000                  1              9,999
Issuance of common stock at $1 per share for
    cash, December 2002                                               184,000                 18            183,982
Amortization of offering costs                                                                              (41,759)
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
Net loss for the period
                                                                ---------------------------------------------------
Balance, December 31, 2002                                         16,693,847        $     1,669       $  9,454,401
                                                                ===================================================
</TABLE>




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


<PAGE>










<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                 <C>
                                                                     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)            986,314
                                                (34,120)            (34,120)

                                                                     10,000

                                                                    184,000
                                                 41,759

                                                                     27,094

                                                                      1,410


                                                                     52,317
        (850,312)                                                  (850,312)
---------------------------------------------------------------------------
$     (9,014,428)     $             0      $    (64,939)      $     376,703
===========================================================================
</TABLE>



                                                                             F-7


<PAGE>


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

                      Consolidated Statements of Cash Flows





                                                                                             Period September 8, 1999
                                                               Three Months Ended             (Date of Inception)
                                                                  December 31,                     through
                                                       ---------------------------------         December 31,
                                                              2002              2001                      2002
                                                       ------------------------------------------------------------
                                                         (Unaudited)      (Unaudited)                (Unaudited)
<S>                                                    <C>                <C>                    <C>
Operating activities
    Net loss                                           $     (850,312)    $     (880,450)        $  (9,014,428)
                                                       ------------------------------------------------------------
    Adjustments to reconcile net loss to net
        cash used by operating activities:
           Depreciation                                        41,518             40,915               324,480
           Amortization of software                           259,963            259,962             1,819,744
           Amortization of discounts on notes payable          68,880                                  342,004
           Write-off of deferred offering costs                                                        201,524
           Common stock issued for services                                                             10,000
           Decrease (increase) in:
               Employee receivables                             4,439               (850)               (3,300)
               Prepaids and other assets                        8,653            (15,833)              (36,440)
           Increase (decrease) in accounts
               payable and accrued expenses                   141,053           (509,642)              618,411
                                                       ------------------------------------------------------------
    Total adjustments                                         524,506           (225,448)            3,276,423
                                                       ------------------------------------------------------------
    Net cash used by operating activities                    (325,806)        (1,105,898)           (5,738,005)
                                                       ------------------------------------------------------------

Investing activities
    Acquisition of equipment                                                      (7,222)             (485,281)
    Development of software                                                                         (3,069,552)
                                                       ------------------------------------------------------------
    Net cash used by investing activities                                         (7,222)           (3,554,833)
                                                       ------------------------------------------------------------

Financing activities
    Proceeds from issuance of notes payable                   219,900                                  888,383
    Payments on  notes payable                                (28,000)            (3,000)             (151,647)
    Proceeds from issuance of common stock                    194,001          1,786,981             9,257,273
    Deferred offering costs                                                     (310,250)             (627,598)
                                                       ------------------------------------------------------------
    Net cash provided by financing activities                 385,901          1,473,731             9,366,411
                                                       ------------------------------------------------------------

Net increase in cash                                           60,095            360,611               73,573

Cash at beginning of period                                    13,478              1,192
                                                       ------------------------------------------------------------

Cash at end of period                                          73,573     $      361,803         $     73,573
                                                       ============================================================
</TABLE>






The accompanying notes are an integral
part of the consolidated financial statements.                               F-8


<PAGE>


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

                      Consolidated Statements of Cash Flows



                                                                                             Period September 8, 1999
                                                               Three Months Ended             (Date of Inception)
                                                                  December 31,                     through
                                                       ---------------------------------         December 31,
                                                              2002              2001                      2002
                                                       ------------------------------------------------------------
                                                         (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       $           50     $            0         $      31,832
                                                       ============================================================
</TABLE>




     At December 31, 2002,  accounts  payable  included $34,120 due for offering
costs.

During the three months ended December 31, 2002, the Company recorded a discount
on debt of  $2,820  based  on the  fair  value of the  associated  warrants  and
beneficial conversion features.

During the three months ended December 31, 2002, the Company recorded a discount
on debt of  $78,000  based on the fair value of the  associated  right to common
stock shares and beneficial conversion features.















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


<PAGE>


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

                   Notes to Consolidated Financial Statements

                      As of December 31, 2002 (Unaudited),
                       the Three Months Ended December 31,
                           2002 and 2001 (Unaudited),
              and the Period September 8, 1999 (Date of Inception)
                      through December 31, 2002 (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-month  periods ended December 31, 2002 and 2001 and the
period September 8, 1999 (date of inception)  through December 31, 2002, (b) the
financial  position at December 31, 2002, and (c) cash flows for the three-month
periods ended December 31, 2002 and 2001 and the period  September 8, 1999 (date
of inception) through December 31, 2002, 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,  2002.  The
results of operations for the three-month period ended December 31, 2002 are not
necessarily indicative of those to be expected for the entire year.

Certain  minor  reclassifications  have  been  made  in  the  2001  consolidated
financial statements to conform to the classifications used in 2002.


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  $9,014,000 since inception,
has used approximately  $5,738,000 of cash from operations since inception,  and
has negative  working  capital of  approximately  $1,101,000  as of December 31,
2002.  These factors  raise  substantial  doubt about the  Company's  ability to
continue as a going concern.

The  Company  raised  approximately  $222,000  by means of a  private  placement
offering  subsequent to December 31, 2002. This offering  consisted of 5,500,000
shares of common stock with each share valued at $1.00.  Investors  and investor
groups purchasing  100,000 to 300,000 shares will be issued warrants to purchase
25 percent of the shares purchased at an exercise price of $1.50.  Investors and
investor groups purchasing more than 300,000 shares will be issued warrants to


                                                                            F-10


<PAGE>


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

                   Notes to Consolidated Financial Statements

                      As of December 31, 2002 (Unaudited),
                       the Three Months Ended December 31,
                           2002 and 2001 (Unaudited),
              and the Period September 8, 1999 (Date of Inception)
                      through December 31, 2002 (Unaudited)



2.   Going Concern and Subsequent Event (continued)

purchase an additional  50 percent of the shares at an exercise  price of $1.50.
Management  presently  believes that the funds raised from the private placement
offering and sales from  operations  will be adequate to fund operations for the
next 12 months, although no assurance can be given regarding these matters.


3.   Equity and Debt

The Company  issued  $15,000 of  convertible  debt during the three months ended
December  31,  2002.  This note  accrues  interest at 12.5 percent and is due on
demand.  Along with the debt,  the Company  issued  warrants  to acquire  15,000
shares of the  Company's  stock at an  exercise  price of $1.50 per  share.  The
warrants were valued at $1,410 and the intrinsic value of the conversion feature
of the debt was valued at $1,410.  These amounts have been allocated to interest
expense since the notes are current and due on demand.

The Company also issued an  additional  $78,000 of  convertible  debt during the
three months ended December 31, 2002. This note accrues interest at 10.0 percent
and is due on demand.  This debt is convertible  into 156,000 shares of stock at
the option of the debt holder.  In connection with this debt, the Company issued
the right to acquire  150,000  shares of stock valued at $52,317.  The intrinsic
value of the conversion feature of the debt was valued at $25,684. The intrinsic
value has been allocated to interest expense since the notes are current and due
on demand.

In addition to the  convertible  notes listed  above,  the Company  issued notes
payable totaling  $126,000.  These notes pay interest that range between 8.0 and
15.0 percent, are due on demand, and are unsecured.

At December 31, 2002, the Company had outstanding warrants to purchase 5,094,125
shares of the Company's  common stock at prices ranging from $.25 to $1.50.  The
warrants  became  exercisable  during 2002 and 2001 and expire on various  dates
through 2003.

At December 31, 2002,  the Company had  outstanding  options to receive  175,000
shares of the Company's  common stock at no cost. These options became available
during December 2002 and expire during 2003.



                                                                            F-11

<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.

The Company  relied upon Section 4(2) of the  Securities Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated thereunder ("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").

In October, 2002, shareholders of the Company were issued convertible promissory
notes in the amount of $100,000,  $15,000 and $55,000,  respectively.  Each note
has a maturity date of February 28, 2003, with extendable terms. These note bear
interest at a rate of thirteen  percent (13%) per annum and are  convertible  in
whole or in part, into the common shares of the Company at a conversion price of
fifty cents ($0.50) per share.  For such  offering,  the Company relied upon the
506  Exemption,  Section  11-51-308(1)(j)  of  the  Colorado  Code  and  Section
517.061(11) of the Florida Code.

The facts  relied  upon to make the  Colorado  exemption  available  include the
following:  (i) the  transaction  was  directed  to not more than 25  persons in
Colorado; (ii) sold to not more than 10 buyers in Colorado during a period of 12
months;  (iii) the Company reasonably  believed that all buyers in Colorado were
purchasing for investment; and (iv) no commission or other remuneration was paid
or given directly or indirectly for soliciting any prospective buyer in Colorado
except to a licensed registered broker-dealer.

The facts  relied  upon to make the  Florida  exemption  available  include  the
following:  (i) sales of the  shares of common  stock were not made to more than
thirty-five  (35)  persons;  (ii)  neither  the offer nor the sale of any of the
shares was  accomplished  by the  publication  of any  advertisement;  (iii) all
purchasers either had a preexisting  personal or business  relationship with one
or more of the executive officers of the Company or, by reason of their business
or financial  experience,  could be  reasonably  assumed to have the capacity to


                                       17
<PAGE>


protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser  represented that he was purchasing for his own account and not with a
view to or for sale in connection with any  distribution of the shares;  and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was furnished all
material books and records of the Company,  all material contracts and documents
relating to the proposed  transaction,  and had an  opportunity  to question the
executive  officers of the Company.  Pursuant to Rule  3E-500.005,  in offerings
made under Section  517.061(11) of the Florida Statutes,  an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or  given  reasonable  access  to full  and  fair  disclosure  of  material
information.  An  issuer  is deemed to be  satisfied  if such  purchaser  or his
representative  has been given access to all  material  books and records of the
issuer;   all  material   contracts  and  documents  relating  to  the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In that  regard,  the Company  supplied  such  information  and  management  was
available for such questioning.

In  October  2002,  John  Harkola,  the  Company's  current  Chairman  and Chief
Executive  Officer,  was issued  promissory  notes in the amounts of $15,000 and
$900, respectively. Each note bears interest at a rate of eight percent (8%) per
annum. The notes are not convertible. For such offering, the Company relied upon
the 506 Exemption and Section 517.061(11) of the Florida Code.

The facts  relied  upon to make the  Florida  exemption  available  include  the
following:  (i) sales of the  shares of common  stock were not made to more than
thirty-five  (35)  persons;  (ii)  neither  the offer nor the sale of any of the
shares was  accomplished  by the  publication  of any  advertisement;  (iii) all
purchasers either had a preexisting  personal or business  relationship with one
or more of the executive officers of the Company or, by reason of their business
or financial  experience,  could be  reasonably  assumed to have the capacity to
protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser  represented that he was purchasing for his own account and not with a
view to or for sale in connection with any  distribution of the shares;  and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was furnished all
material books and records of the Company,  all material contracts and documents
relating to the proposed  transaction,  and had an  opportunity  to question the
executive  officers of the Company.  Pursuant to Rule  3E-500.005,  in offerings
made under Section  517.061(11) of the Florida Statutes,  an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or  given  reasonable  access  to full  and  fair  disclosure  of  material
information.  An  issuer  is deemed to be  satisfied  if such  purchaser  or his
representative  has been given access to all  material  books and records of the
issuer;   all  material   contracts  and  documents  relating  to  the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In that  regard,  the Company  supplied  such  information  and  management  was
available for such questioning.

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.


                                       18
<PAGE>


Wireless Industry Overview

Introduction

Data  communications  is the  fastest  growing  segment  of  the  communications
industry. The Internet, in particular, has emerged as one of the fastest growing
communications media in history and is dramatically  changing how businesses and
individuals communicate and share information.

Traditionally,  small and medium sized businesses have relied on low speed lines
for data transport. Data communications, particularly through the Internet, have
made it possible for smaller  companies to compete more  effectively with larger
competitors.  Most companies,  particularly  small and medium sized  businesses,
lack the  expertise,  capital or  personnel  required to install,  maintain  and
monitor  their  own  web  infrastructures.  With  the  convergence  of  wireless
communications  and Internet  services,  more businesses each quarter are opting
for wireless technology to meet their data and communication needs.

In recent years,  the  proliferation  of wireless  communications  solutions has
extended the reach and  connectivity of mobile  professionals.  For example,  in
voice  communications,  cellular  telephones  have enabled mobile users to place
phone calls from  virtually any location.  Similarly,  advances in wireless data
communication,  including wireless local area networks ("LANs") have enabled the
extension  of  enterprise  networks to the notebook  computers  and the handheld
information  communication  devices of mobile  users.  The  projected  growth of
wireless data communication systems,  driven by increasing  connectivity options
for  mobile  users,  should  result  in  increased   accuracy,   timeliness  and
convenience  of  information  access,   thereby  reducing  costs  and  improving
productivity.

Mobile  professionals  need solutions that provide them with real-time access to
mission-critical  information  at all times.  The Company is in the  business of
providing mobile  professionals with the solutions they need to access data from
anywhere in the world with convenience, speed, reliability and security.

Wireless data is defined as communication without wires over distance by the use
of arbitrary  codes.  Primitive  examples  include  waving  lanterns by night or
sending smoke signals.  Modern examples include  hand-held  devices like pagers,
smart phones and personal digital  assistants  ("PDAs") using wireless modems to
enable wireless data communications.

Wireless data: basic types and applications

While the technologies, protocols and network infrastructure supporting wireless
data are often complex,  most data applications can be simply divided into three
(3) main types: bursty, query- response and batch-files

Bursty  data -- quick  bursts  of data are sent  from  point-to-point.  Emerging
applications in this area include remote electric power meter readings, wireless
burglar alarms and other remote sensing applications.

Query/response  -- query and  response  lies at the heart of new  wireless  data
applications and devices that allow for wireless e-mail and Internet access.

Batch-files - data base synchronization.

Twenty (20) years ago commercial uses for wireless data were largely confined to
private  microwave  data  networks used by railroad  companies  and  specialized
mobile radio systems used for dispatch  services by taxi companies and the local
police.


                                       19
<PAGE>


Technological  advances  (such  as  digitalization,  data  compression,  smaller
devices) and critical regulatory decisions (to license new spectrum for cellular
telephony and other new applications) have greatly increased the availability of
wireless communications while reducing costs to consumers.

The result has been dramatic growth in the market for cellular telephones.  (For
example,  cellular  telephone  subscriptions  have  increased from just over two
million  (2,000,000) to over one hundred million  (100,000,000)  in the last ten
(10)  years.  Many feel the  wireless  data  industry  is now poised for similar
growth.

Voice to data

Until recently, wireless data was essentially a niche market largely confined to
vertical applications within large companies.  For example, IBM, Federal Express
and UPS built  successful  private  wireless  data networks to allow their field
service personnel to operate more efficiently. The explosion of the Internet, of
corporate  intranets and the  convergence  of the  computing and  communications
industries are creating new opportunities.

Barriers  to entry for users are coming  down.  There are little,  sleek,  light
types of devices  available  to the  consumer,  network  infrastructures  are in
place,  network  operating  costs are going down,  all making it  economical  to
develop new services that make financial sense. With the Internet and intranets,
mobile users can access  content that  previously  was not  available.  Wireless
carriers have spent  billions of dollars  upgrading  their  networks from second
generation circuit switched to third generation packet networks.  These networks
are always on and are capable of handling  data at speeds from 20KBPS on the low
end to 384KBPS on the higher end.  These networks are  continually  evolving and
within the next 5 years will be competitive to the wired networks of today.

The wireless data marketplace includes the following classes:

Wireless  Handset  Manufacturers:  These are the  companies  which make wireless
devices such as Nokia,  Ericsson,  Palm,  Handspring,  RIM and  Motorola.  These
companies  are  generally   large  and  are  typically  slow  to  implement  new
applications to their devices.

Carriers:  The carriers are the phone  companies  which own the networks.  These
include: SprintPCS, AT&T Wireless, Verizon, Alltel, Cingular,  T-Mobile, Nextel,
etc. These  companies all have different  technologies  and different  standards
making it  extremely  difficult  to develop  applications  which  operate on all
devices.

Software/Application  Developers:  This is the largest group of companies in the
wireless data  industry.  There are hundreds of companies  which have  developed
platforms and applications that utilize all the different carriers' networks and
work on many or all of the hardware  (phones,  PDA's,  Laptops,  etc.).  Most of
these applications utilize J2ME (Java 2 Micro Edition),  C+, .NET, XML to access
corporate  data,  play games,  or browse the internet.  Some of these  companies
include: Retrevial,  Broadbeam, Air2Web, HiddenMind,  Everypath, Aether Systems,
724 Solutions, etc.


                                       20
<PAGE>


Wireless  Internet  Service  Providers  (WISP's):  These are the companies  that
provide wireless  internet  access.  There are two (2) different types - one (1)
provides  internet  access  to the  mobile  professional,  ie:  Earthlink,  Wynd
Communications, ArrayComm, Breakfree Wireless.

Wireless data transmission: how it works

Analog vs. digital

Until recently, most wireless data transmitted through radio communications have
been  analog.   Analog  systems  use  continuous   electrical  signals  for  the
transmission and reception of information. Next generation wireless data systems
are turning towards the use of digital signals,  whose amplitude variations with
respect to time are not continuous but discrete.

Digital

Digital systems have several advantages including allowing better coverage, more
calls per channel,  less noise  interference and the ability to add new features
and functions such as short messaging.

Session v. packet transmission

Session based communications  assign users a discrete line or radio channel that
is  dedicated to the users until the session is  completed.  The circuit for the
data  exchange is "tied up" until the  communication  is  complete.  Packet data
communications are more efficient

In packet  transmissions,  packets from a number of different  conversations  or
data  messages can traverse the same  channel.  Packets are mixed on the channel
but are re-assembled correctly at the receiving end.

Wireless data: apparatus types

No single "form factor" meets the needs of every customer.  For some, small size
is key. For others,  performance and flexibility matter more. The following is a
categorization of devices on the market which utilize wireless data:

PDAs: Palm, Handspring,  PocketPC, BlackBerry Phones: Motorola, Nokia, Ericsson,
Samsung, etc. Smart Phones or Integrated devices: BlackBerry, Microsoft PocketPC
phone edition,  Danger Hiptop,  Kyocera,  etc. Wireless modems: Sierra Wireless,
Novatel Wireless data: network infrastructures

While the customer usually sees seamless and reliable service, behind the scenes
the wireless data  industry is still  working out the "kinks" in developing  and
building data  transmission  networks and agreeing on standards  and  protocols.
There is more than one (1) competing  vision.  In the end, many experts  believe
that the growing  market for wireless  data will support  multiple  networks and
protocols and faster  speeds.  GSM/GPRS is the leading  network  technology  for
wireless carriers as far as numbers.  Second is CDMA. Others include TDMA, iDen,
and analog services.


                                       21
<PAGE>


Realistic Data Speeds:

GSM, CDMA, TDMA (Circuit Switched Data): 9.6Kbps (kilobytes per second)
GPRS: 20-30 Kbps
CDMA 1XRTT: 50-144 kbps
CDMA EV-DO: 144-384 kbps
UMTS (WCDMA): 384kbps-2Mbps

Mobile-Data (M-Data)

Wireless data and mobile  applications  are  anticipated to be the next business
revolution in technology spending. Technology fostering easy-to-buy environments
while away from a home or office PC is  expected  to have a broad  appeal to the
millions of users of  Web-enabled  handsets,  such as two-way  pagers with a Web
browser, Web-enabled phones and assorted PDAs. While these wireless handsets are
currently  being utilized to view content from the large internet  portal sites,
mobile  software  applications  are also being utilized by corporate  America to
streamline and automate processes from the field.

Out of this  wireless  data  revolution,  an emerging  segment  has  appeared to
further  cater to the  needs of  business-to-business  m-commerce:  mobile  data
(m-data).  The  mdata  field is not a  typical  commerce  site  where  goods and
purchases are sold or generic  internet content is viewed.  Rather,  it is about
specially designed wireless  applications that remotely control the distribution
of business  data and  documents.  Companies  are  beginning to consider  m-data
technology  because they do not want to make the same mistakes that may have led
them to dispel the potential of the World Wide Web when it first arrived.

For  many  companies,   m-data  is  not  simply  taking  web-enabled   corporate
applications and delivering them via browser to the mobile device. Instead, they
are taking  systematic  approaches to meet the need of their mobile employee and
their customers, such as location,  response time and productivity levels. It is
those companies who understand, embrace and build m-data strategies that capture
higher customer retention levels, which allows for more profitability and market
share.

Technological  advances  (such  as  digitalization,  data  compression,  smaller
devices) and critical regulatory decisions (to license new spectrum for cellular
telephony and other new applications) have greatly increased the availability of
wireless  communications  while  reducing  costs.  The result has been  dramatic
growth in the market for cellular  telephones.  For example,  cellular telephone
subscriptions  have  increased from just over 2 million to more than 100 million
in the last 10 years.

Within the wireless data market, many experts predict strong growth:

Frost & Sullivan:

The compound  annual growth rate (CAGR) for wireless data from 1996 through 2003
is projected  to be 35 percent.  The market is expected to grow to ten times its
current value and reach close to $2.5 billion by the year 2002. Sources: Frost &
Sullivan reports,  "Mobile Data Services: How to Keep Your Customers and Profits
Moving" and "North American Wireless Office Markets."


                                       22
<PAGE>


IDC predicts 61.5 million two-way data users in 2003 compared to 14.5 million in
2000.

Gartner Group:

The  opportunity for wireless data  communication  in the United States is huge,
with  25.3  million  of  the  112.1  million   workforce  having  a  mobile  job
requirement,  but growth will be slow and steady. Source: The Gartner Group, The
Dataquest  Market  Analysis  Perspective,  "Wireless  Data in the United States:
Pieces of the Puzzle are Missing, but a Picture is Taking Shape"

Cahners In/Stat - Jan. 2003:

The market for Internet access devices  (including  personal  computing devices,
mobile  phones,  Internet-enabled  set top  boxes,  Internet  appliances,  smart
appliances  and white  goods) is expected  to grow at an overall  annual rate of
28.2%, in terms of units between 2001 and 2006. According to In-Stat/MDR, growth
is  expected  to rise to over 790  million  units in 2006 from about 226 million
units in 2001.  Although the PC and mobile phone segments represent the greatest
percentage  in terms  of unit  shipments,  Internet  appliances,  which  include
Internet  terminals  and Tablet PCs, will have the highest CAGR over the period,
with 74.3%

October 30, 2002 - Although  the wireless  data/Internet  market has had to bear
the brunt of some tough public criticism, it is steadily progressing,  according
to In-Stat/MDR.  The high-tech  market research firm reports that there are some
very bright spots in the wireless data market.  The  availability  of the proper
infrastructure and color handsets,  and the rollout of next generation  services
such as CDMA  1xRTT and  General  Packet  Radio  Service  (GPRS),  is aiding the
market's  growth.  Overall,  the messaging  market (thanks to the newer Enhanced
Messaging  Service (EMS) and  Multimedia  Messaging  Services (MMS) that support
graphics and video) will continue to outstrip the wireless  Internet market,  in
terms of subscribers, through 2006, growing from an estimated 305 million at the
end of 2001 to more than 1 billion by the end of 2006.  While  smaller  than the
messaging market, the wireless Internet market is growing at the same pace.

Red Herring:

By 2003,  there  will be 1 billion  wireless  phones in use.  (Goldman  Sachs as
reported in Red Herring, 10/2000)

Seizing The M-Data Opportunity

Before  whole-heartedly  plunging into the m-data business model, companies must
understand why m-data is an important function for their organization.  This can
be  accomplished  by knowing  how the  technology  can  satisfy the needs of the
mobile  user.  The traits  that are listed  below are by no means an  exhaustive
list, but rather are fundamental  benefits that the mobile user can use to their
competitive advantage.


                                       23
<PAGE>


Nine Opportunities That M-Data Delivers On:

Response Time: M-data allows the mobile professional to quicken response time of
documents and data to their customer. Instead of calling the home office to have
someone put a document in a fax machine,  the mobile professional can send it to
the appropriate  contact while in the car or in the customer's  office.  In some
cases, especially with e-mail and fax, response times can be a matter of seconds
instead of hours or days.

Personalized  Service:  In a majority  of  instances,  the m-data  user can work
directly with the client to send the correct documentation to that client. As an
example,  a user  wants to send a sales  sheet to a client  who wants to pass it
along to one of their customers.  The m-data user uses his/her Web-enabled pilot
to  e-mail  the PDF file of the  sales  sheet in a matter  of  minutes.  Another
example is sending a  personalized  thank you  letter to new  business  prospect
seconds  after  leaving  the  customer's  office.  These  types of  personalized
services  enhance customer  relationships  and serve as a foundation to grow the
business.

Productivity:  Being  stuck in  traffic or away from the office is no excuse for
being productive any longer. M-data technology allows the mobile professional to
work   anywhere,   anytime,   thus  creating   better   productivity   and  more
profitability.

Lower  Administrative  Cost:  Cost  efficiencies  and  economies of scale can be
realized  by  utilizing  m-data  technology.   Capital  expenditures   typically
allocated  for new  support  personnel  could  be  reinvested  else  where in an
organization.  And existing  back office  support  personnel  can be utilized in
other areas that can't be easily automated,  thus improving the efficiencies and
real dollar savings for the entire organization.

Mobile  Back Office  Support:  Mobile  professionals  now have a tool to empower
themselves to get things  accomplished the way they prefer.  Instead of having a
back  office  support  person  distributing  brochures  or  letters,  the mobile
professional can handle the allocation  themselves and improve response time and
customer  relationships.  This is especially true in an after-hours setting when
no back office person is available.

Location:  Using today's global wireless  infrastructure,  m-data users can send
their  documents from anywhere in the world to a contact  anywhere in the world.
While there are limits to acquiring  wireless signals in certain portions of the
world,  the  majority of  civilized  countries  present  sufficient  systems for
wireless activity.

Access:  M-data can be  accessed  from a growing  list of  Web-enabled  wireless
devices.  Examples  include RIM and Motorola 2-way pagers,  WAP phones,  Palm OS
devices, and the assorted Windows CE and Pocket PC devices.

Tracking/Reporting:  When using  m-data  technology,  users can  access  on-line
reports to track  document  distribution  dates,  times and costs to ensure that
items were  distributed  as directed.  This  function of the m-data  process can
provide  immediate  peace of mind,  unlike in some instances where a user is not
sure if a back office person followed through on a request on time.


                                       24
<PAGE>


Ease Of Use:  When an  application  is easy to use, the user is more apt to keep
using the  application.  This  summation  is at the heart of the m-data  system.
Using any Web-enabled device,  users can quickly select documents,  contacts and
methods  of  delivery  in  minutes,  not in hours  (or  days) as in  traditional
printing and fulfillment models.

M-Data initiatives

While there are ample  opportunities to seize the benefits of m-data technology,
the wireless  industry  must advance the  following  areas in order to make data
applications useful to the graphically limited devices:

*    Change the paradigm for wireless  data  applications  to suit the needs and
     expectations of the mobile user by developing an easy-to-use User Interface
     that takes  advantage of the  capabilities  of each device;  ie: J2ME, SMS,
     WAP, BREW, etc.

*    Present only  information  relevant to users.  This decreases the amount of
     information they have to read, and it increases its value.

*    Decrease  users' airtime costs.  Presenting  only relevant  information and
     using push technology will assist in this.

Beyond these  changes,  corporate  applications  need to be more  accessible  by
mobile  users.  The user must gain access to Web sites and  corporate  intranets
without  having to type long URL's,  because  typing on a phone is difficult and
cumbersome.  Setting bookmarks on the server side and pushing them to the mobile
devices  can help reduce  this  burdensome  process.  When  accessing  corporate
applications  a device  id  script  on the  server  side can  reduce  levels  of
authentication and access time.

Expect to see a number of corporate  initiatives  mobilizing their most commonly
used applications. Some of these applications will include ERP, CRM, Accounting,
and Supply Chain Management. For example, consider the following: A mobile sales
professional carries only a mobile phone (no pager, no PDA, no PC). While out of
the office,  a prospective  customer would like to check  inventory of a certain
product.  Basically, the mobile phone acts as a remote control emulator allowing
the customer to view actual inventory levels from his company's ERP application.
Using J2ME, a hybrid  interface,  some of this vital  information  can be stored
persistently on the mobile device.

With  wireless  data  services,  the mobile  professional  can give accurate and
timely  information  to  their  customers,  review  current  data to make  quick
decisions,  and  stay  in  tune  with  corporate  affairs.  Alternatively,   the
professional would have to call the office to check the status of his request or
break out a laptop and hope to get a dial-up connection, which is time-consuming
and often not practical. By incorporating certain push technologies such as SMS,
WAP 2.0,  and MMS,  the  professional  on the road could use an interface on the
phone to locate the intranet site containing the status of the order. By viewing
the parsed list of elements on the site, the executive  would set the trigger on
the order status field indicating that any change from "standard" should cause a


                                       25
<PAGE>


notification  to be sent. The server agent then would  interrogate  the selected
Web  content  on the Web page  continually.  If there was no change to the order
status field, the agent would continue to monitor. When and if the condition was
met, the phone would ring and the  salesperson  would be  presented  with a text
message  and a  click-through  URL.  This  would  enable  him  or  her  to  know
immediately of any changes in the order.  Scores of such alerts are likely to be
set by individual mobile users to address a variety of circumstances,  including
flight delays,  price  reductions,  sale  notifications,  inventory  changes and
updated  job orders.  This will help  eliminate  form factor and other  inherent
limitations  of mobile  phones  that have,  to date,  proved to be  barriers  to
pervasive wireless data services use.

Educating the Enterprise to Go Mobile

In an effort to adopt  wireless  technology  and  enjoy  the  fruits of  m-data,
organizations  face a number  of  critical,  strategic  decisions  and a host of
confusing  options.  The right  strategy  for any  organization  depends  on its
response to the following questions:

    How much market reach do I want and which  technologies must I support
    as a result?

    What is my objective for offering  wireless access?  Are interactivity
    and / or m-data important to my business?

    Is there a benefit to going wireless without my brand attached?

    How much control do I need over my wireless application's features and
    functions? Is the information secure?

    What  information in my existing  application  should be available for
    wireless use?

Taking  an  application  wireless  involves  much more than  simply  porting  an
existing Internet site to a browser-enabled  phone.  Mobile  applications differ
greatly  from ones  created  for PCs and  laptops  because  their  users  have a
different set of needs and expectations.  Users want wireless  transactions that
are available at any time,  are  easy-to-use,  tailored  specifically  for their
requirements,   and  executable  in  minutes.   In  order  to  deliver  on  user
expectations,  developers must create a comprehensive  application  specifically
targeted for wireless devices, rather than just adding wireless accessibility to
existing web sites.

Retrieval Dynamics Solutions for Mobility

The Company provides, products,  applications and custom solutions. Based on the
successful  development  and launch of its  existing  products  the  company 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 new  customer  acquisition,  maintaining  existing  customers,
increasing  profit on  revenues,  and adding  new  channel  opportunities  to do
business.


                                       26
<PAGE>


The Company'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  device,  RDC's approach
includes integrating all of these channels with the data source with the primary
focus on the wireless or mobile display and input of that data.

Retrieval  Dynamics  focus is  centered  around  mobile  technology  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).

Retrieval  Dynamics  key focus is on Data and mobility of the  information  that
allows for wireless integration with IBM, SQL, Oracle, SAP, or legacy databases.

The  services  group  utilizes  best-of-breed,  state-of-the-art  processes  and
technology in  Implementation,  minimizing time for  application  deployment and
reduced cost of application design, development, testing, and integration.

Retrieval  Dynamics   Professional  Services  team  is  experienced  in  helping
customers  realize the full  potential  of our  applications  and custom  mobile
solutions  by  providing  a range of  services  to  enhance  the  quality of our
software and minimize the risks  involved in the deployment  process.  Retrieval
Dynamics  Professional  Services team design 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

Retrieval  Dynamics  Professional  Services team provide 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.

The Company's applications are based on their technology platform referred to as
HORIZON.  This  technology  platform  enables the  company to rapidly  implement
enterprise solutions.  Currently the company has developed are four (4) software
solutions for mobile data technology.


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<PAGE>


An  important  part of being  successful  in business is the ability to leverage
one's core competencies.  Retrieval's is the ability to bring many best of breed
wireless  technologies  and  offer  our  customers  their  collective  benefits,
seamlessly  under one  platform  that we call  HORIZON.  Retrieval  Dynamics  is
aligning itself with industry  leaders to form  partnerships  with companies who
understand  our ability to extend  their sales  forces and  creating  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 the 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  wireline  application  infrastructures  and the business
logic they embody. This platform  architecture should be designed to accommodate
the evolution of existing channels and devices.  RDC's HORIZON platform 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.

The HORIZON Platform and the 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.  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.

The companies  current  application  offerings are  Qxprint(TM),  Mobile Listing
Advantage, powered by DocLYNX(TM), GoFigure(TM) and QxView

Qxprint(TM)

The Company's  initial product,  Qxprint is a wireless  handheld 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


                                       28
<PAGE>


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  transaction will work on virtually any wireless appliance including
the RIM and Motorola 2-way pagers, WAP phones, Palm OS devices, and the assorted
Windows CE and PocketPC devices.

Qxprint 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 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  database,  along  with  a  directory  of  contacts
     including existing and potential customers.
*    Access your  Qxprint  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  registration  and the  uploading of the  documents  for storage is
     free. Users pay only for their transactions.

Qxprint is our entry  point into  corporations.  By  enticing  companies  to use
Qxprint, Retrieval Dynamics is 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.  Retrieval  Dynamics thus becomes
the wireless expert that will help companies adopt m- data solutions.

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

Because   e-mail/SMS   technology  is  so  prevalent  in  wireless  data  today,
application  developers  should 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 messages processing more effective, as
it  allows  to parse  data,  process  it,  and  transfer  to other  applications
automatically.

A Compelling  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


                                       29
<PAGE>


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.

Retrieval's patent pending technology platform is called DocLYNX(TM).

Mobile Listing Advantage(TM).  It 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 MLS database with their Wireless Handheld Device.

Currently Retrieval supports the BlackBerry family of wireless handheld devices.
Support for other  devices such as Palm and  Handspring  are  scheduled  for 2nd
quarter 2003.

Because Mobile Listing  Advantage(TM)  is integrated  with the Multiple  Listing
Service  database,  the  registration  process  will  verify that the user is an
actual licensed agent or broker.  After registration,  the realtor is 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.

Retrieval  has  become  a  Sub-Dealer  for RIM  (Research  In  Motion)  allowing
Retrieval  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,  Retrieval also offers network  connectivity through national
carriers such as T-Mobile, Nextel, AT&T and others.


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<PAGE>


Retrieval has been  selected as a "preferred  vendor" for a national real estate
brokerage firm allowing the company to co-market  Mobile  Listing  Advantage(TM)
directly to its 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/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 B2B  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)  Crrier  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.

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

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.

Features:

*    Generate  a  sales  quotation  for a  specific  customer  that  can be sent
     real-time via fax or email from the mobile device.
*    Check pricing and inventory on any product or part.
*    Calculate multiple items with a discount structure to quote a multi-product
     price.
*    Integrate  with supply chain  management  software to quote  lead-times and
     quantities of parts back-ordered.
*    Quote recall  functionality.  Previously created quotes can be accessed for
     reference on an as-needed basis.


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<PAGE>


*    View  company or product  wide sales  promotions.  Send  company or product
     literature via email or fax.
*    Sales  promotion  listing  alert.  Receive  instant  alerts  when new sales
     promotions and special product offers are released to the field.

Benefits:

*    Increases  customer  satisfaction  through the  immediate  facilitation  of
     answers to critical questions on products, pricing and order status.
*    Improves  effectiveness  through access to customer and product data at the
     point of customer contact.
*    Automates repetitive tasks, allowing the sales force to focus on generating
     revenue rather than on operational processes.
*    Contributes to company  profitability  through  increased  productivity and
     shortened sales cycles.

QxView

QxView is a small  "client"  application  that allows you to view  virtually any
email attachment on your BlackBerry handheld.  The QxView Mobile Reader supports
corporate  document  formats such as MS Word,  MS Excel,  MS  PowerPoint,  Corel
WordPerfect, Adobe PDF, HTML and ASCII text, and more. It also features a GO URL
command  that allows you to retrieve  the content  from any web site and have it
presented in the Mobile Reader.

Features:

*    Search Document: Query document for key words, paragraph headings, or table
     of contents.
*    Fax Attachments: Redirect your attachment to any fax machine for printing.
*    Optimized for the  BlackBerry:  QxView was developed  specifically  for the
     BlackBerry  device  for  maximum  performance.
*    Automatic formatting: Auto-formatting for optimized display on your device.
*    Multiple  forwarding  options:   Forward  attachments  to  your  BlackBerry
     automatically, upon request, or based on specific content.
*    Hosting  Options:  Application  can be  hosted  by  RDC,  or run  behind  a
     corporate firewall.

Benefits:

*    Increased mobility, productivity and response time
*    Immediate access to all your e-mail attachments
*    Support for multiple document types
*    One step automated forwarding
*    Load and save converted attachments for immediate viewing
*    Direct access to specific parts of the attached documents.

Competition

Retrieval's competition varies depending on the product/service offering.

*    GoFigure(TM):    Indirect   competitors:    Siebel,   Pivotal,    SalesNet,
     SalesForce.com
*    Mobile Listing Advantage(TM): PocketRealEstate.com, Supra Interlogix
*    Qxprint(TM): File Fish, AirEight, XDrive, GoAmerica *
*    Custom  Applications:   Aether  Systems,  Air2Web,  Everypath,   iAnywhere,
     Hiddenmind


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<PAGE>


Business Strategy

The Company's business strategy,  which is dependent upon its continuing to have
sufficient  cash flow from operations  and/or  obtaining  sufficient  additional
financing with which to enhance the  commercialization  of existing services and
future products, is to be a niche provider of eWASP(TM) technology  ,information
management  tools,  programs and products by using the expertise of its staff in
providing solutions for the enterprise and application development.  The company
has signed  agreements with RIM (Research In Motion)  allowing them to be an ISV
(independent  software  vendor) partner as well as becoming a RIM Sub-Dealer for
their new line of wireless  handheld  hardware.  The ISV agreement allows RDC to
receive early hardware,  software updates as well as co-marketing  opportunities
and  customer  leads.  The  Sub-Dealer  agreement  allows  RDC to  bundle  their
solutions  with both  hardware  and  network  allowing  RDC to offer a  "Bundled
Solution" to their enterprise customers.  Under the RIM Sub-Dealer agreement RDC
has the  license  to resell  time on the  T-Mobile  wireless  network as well as
resell other products offered by T-Mobile.  These  agreements  create a "Virtual
Sales Force" for RDC with hardware leads coming from RIM and  development  leads
coming from T-Mobile.  Retrieval has signed agreements with RE/MAX International
to be a preferred vendor of bundled solutions  consisting of wireless  hardware,
network  connectivity  and Multi Listing Services (MLS) Data through the program
Mobile Listing  Advantage(TM).  This program will be co-marketed with RE/MAX and
offered to 75,000 agents  through the RE/MAX web site and the  Retrieval  hosted
web sites.  Negotiations with other national  brokerage firms as well as various
regional MLS boards are under way.  GoFigure(TM)  Enterprise  Versionis  will be
marketed  as a CRM  application  to  select  enterprises.  GoFigure(TM)  Carrier
Version  is  available  as  a  download  through  Cingular,   Nextel  and  Nokia
Tradepoint.

Its objectives for its software applications include the following key elements:

*    provide custom wireless solutions
*    provide bundled solutions
*    sell the Company's applications in many vertical markets, as the market for
     wireless technologies is developing
*    build subscription base for Mobile Listing Advantage(TM)
*    maintain  Qxprint(TM)  and  GoFigure(TM)  Carrier  Edition as a  horizontal
     wireless application marketed to mobile sales professionals
*    develop niche vertical markets for Qxprint(TM) and GoFigure(TM)  Enterprise
     Editions  * pursue  marketing  opportunities  which  allow the  Company  to
     develop the market  presence  needed to support  sales goals and to attract
     developers of new products and services
*    maintain  and  strengthen   strategic   relationships  with  suppliers  and
     customers
*    focus on providing quality products, applications and services, in addition
     to support and development after the sale
*    utilize  expertise  in  management  to deliver  products  and services in a
     timely manner, control costs and manage budgets
*    pursue  selective  partnerships  to  expand  the  Company's   capabilities,
     products and services

To enhance the companies  technology  knowledge base and help serve the wireless
community  the company  will launch and  maintain a  developers  web site called
eWasp.org. eWasp is a registered trademark of the company.


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<PAGE>


eWasp is an  electronic  community  dedicated  to helping  wireless  application
developers  by  sharing  tips,  techniques,  code and  knowledge.  The site will
contain a  discussion  board,  knowledge  base,  technical  articles and an ever
growing  library of code all geared  specifically  for the wireless  development
industry.

eWasp is a free site administered for, and by, wireless professionals and is not
directly affiliated with any wireless manufacturers.  In this way, eWasp can and
will quickly evolve along with the ever-changing wireless industry.

The Company's  revenues to date are marginal and it is therefore  entirely based
upon its capital  raising  activities.  Future revenues are expected to be based
upon license fees for GoFigure and QxView,  subscriptions,  and transaction fees
of its Qxprint and DocLYNX Lite  products,  hardware and network  sales,  custom
wireless  solutions,  as well as additional monies received as a result of sales
of the  Company's  Common  Stock.  The  Company's  revenues are dependent on the
volume of sales from its products it provides.

Revenues from sales are  recognized  in the period in which sales are made.  The
Company's  gross  profit  margin  will be  determined  in part by its ability to
estimate and control  direct costs of production and shipping and its ability to
incorporate such costs in the price charged to its distributors.

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 drastically  change 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 (3) categories:  e-mail messaging,
World Wide Web browsing,  and pull content (also known as Web clipping).  Of the
three,  e-mail  messaging is the most critical.  Workers rely on e-mail and want
access to it all the time, even when they don't have access to a phone jack.

Other  popular   applications  for  the  mobile  professional  include  document
retrieval,  print and fax on demand,  voice recognition,  video conferencing and
personal information  management.  Vendors have developed new portable computing
devices at breakneck  speed.  Wireless data currently  allows customer  service,
sales executives and other members of the team 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.

Retrieval Dynamics Corporation's  marketing plan is to provide a total "Bundled"
solution  to the mobile  professional.  The Company is  positioning  itself as a
vertical centered Wireless Product, Program,  Application and Solution Provider.
Also,  the company  will  continue  to develop  multi-platform  applications  to
benefit mobile professionals as well as resell wireless hardware and network.


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<PAGE>


The Company's  objective for the horizontal version of Qxprint is to achieve ten
thousand  (10,000)  customers  in 2004,  seventy  percent  (70%)  from  internet
marketing and thirty percent (30%) from basic marketing.  A major effort will be
made for vertical  penetration  into the areas  including  the  distribution  of
safety data  sheets  such as chemical  and  hazardous  materials.  Revenue  from
Qxprint  vertical  solutions  are  based  on  modification,   customization  and
licensing fees.

Mobile Listing  Advantage(TM)  is target marketed to real estate  professionals.
The company is actively  perusing  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.  Retrieval  has
signed  agreements  with four (4) MLS boards and two (2) real estate  brokers to
date.

There are approximately  750,000 active real estate  professionals in the United
States  today and  plans to have a  penetration  of 10% of the  market by fourth
quarter 2003. The Multi Listing  Advantage is being marketed by Retrieval,  RIM,
RE/MAX International and channel partners.

The  Company's  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 the
Company's  products  through direct sales,  advertising,  Internet  branding and
trade show marketing, and forming strategic alliances with key industry leaders.
The Company  seeks to maximize its recurring  revenues by providing  monthly ISP
and wireless  services  for its  applications  along with site  licenses for its
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.

Keys to meeting our strategic marketing objectives include the following:

Provide a bundled solution: The company will continue to build its relationships
with  hardware  manufactures  as well as  network  carriers  to be able to offer
"One-Stop-Shopping" for its enterprise and consumer applications.

Build  critical  mass:  The  Company  must  build a  branding  strategy  through
aggressive promotion of its vertical market based applications. This can be done
through  advertisements  in various trade specific  magazines and websites.  The
Company plans to  participate at several trade shows where  representatives  can
demonstrate  Company  products and services.  The Company's  marketing  strategy
includes press releases on new developments along with speaking  engagements for
top managers to promote and build brand awareness. Also the Company may seek the
expertise of a large public  relations  firm to build top of mind  awareness not
only in its vertical markets, but also the investment community.


                                       35
<PAGE>


Develop the market for existing and new products for mobile  professionals:  The
Company's  initial  focus is to meet the needs of the mobile  professional.  The
Company will 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.  The  Company  plans to develop a
complete solution,  which includes the software as well as the platform on which
to drive  customer  information  needs.  The Company  plans the  development  of
additional  services,   which  will  expand  and  enhance  the  capabilities  of
DocLYNX(TM),GoFigure(TM)  and Qxprint(TM) These enhanced  functions will empower
the Company's  professional  clients to use  information  more  efficiently  and
effectively.

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

Pursue channel partners,  direct response marketing, and strategic acquisitions:
The Company intends to market its products  through  channel  partners who share
Company goals and values,  direct marketing  efforts and traditional  marketing.
Additionally,  the Company is seeking  strategic  alliances  with  companies who
could provide the Company access to their databases.

Develop our  customer  base and  strengthen  the Mobile  Listing  Advantage(TM),
powered by DocLYNX(TM),  Qxprint(TM),  and GoFigure(TM)  brands through enhanced
sales and  marketing  promotions:  The Company  intends to be  aggressive in its
marketing  mix  by  promoting  the  Mobile  Listing  Advantage(TM),  powered  by
DocLYNX(TM),  Qxprint(TM),  and  GoFigure(TM)  brands  as  well  as its  HORIZON
platform.  The  Company  intends to target  DocLYNX(TM)  technology  in the real
estate industry,  property  management,  financial services,  alarm,  insurance,
construction,  etc.  Initially,  Company plans include a continued testing phase
which should allow  management to collect and analyze  customer  feedback.  With
this  information,  it hopes  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:
Company marketing staff has developed  marketing and sales literature along with
a demonstration  tools that support both direct sales and customer support.  The
Company  websites  are  scheduled to be  constantly  updated to show most recent
developments and partnerships.

The Company will strive to offer the best customer service possible by providing
solutions  and answers in a timely  fashion.  The company has staffed a customer
service  department and will use automate e-mail  responses for common questions
or problems.  To achieve  long-term  success,  the Company must strive for other
elements:  superior  customer  service,  customization of products and services,
interactivity and maximum buying convenience.


                                       36
<PAGE>


Maintain and strengthen our strategic  relationships with suppliers:  Building a
successful  business requires strategic  initiatives that will provide potential
customers,  help to enter  into new and  targeted  markets,  develop  and affirm
credibility in the market place, generate name recognition, align with reputable
and well known or established  companies with  significant  customer bases,  and
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, it starts with one strand
then begins to build the total web.  Rarely does the spider catch anything until
the web is  completed,  so that is the  strategic  plan for  Retrieval  Dynamics
Corporation  to build a solid  base of  partnerships  and  alliances  to  better
position the company for growth and profitability.

Strategic  positioning  and planning  are  critical  for a successful  business,
whether a startup or for an established  company.  In order to accomplish  these
goals,  strategic  partnerships  provide  critical  supplementation  of existing
products,  services  or  technologies.  These  partnerships  and  the  strategic
positioning  enable  Retrieval  Dynamics   Corporation  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 is a key to success for a global mobile application developer.

Hardware  manufacturing  partners such as RIM provide  valuable  leads and sales
support creating a virtual sales force for the Company.

Partners/Industry Relationships

RIM's portfolio of  award-winning  products  includes the family of RIM Wireless
Handhelds(TM), the BlackBerry(TM) wireless email solution, embedded radio-modems
and  a  suite  of  software   development  tools.  RIM  Wireless  Handhelds  are
revolutionary  communication devices that allow mobile professionals to send and
receive  email  wherever  they go. All RIM  handhelds  incorporate  breakthrough
wireless technology to deliver simple,  mobile email access.-based  company with
proven  technologies  and a history of  developing  breakthrough  wireless  data
solutions. At the core of RIM's products is leading-edge radio technology.  This
technology   has  been   incorporated   into  all  of  our  products   including
award-winning RIM Wireless Handhelds and industry-leading radio modems.

Retrieval  Dynamics  Corporation  has become an ISV Solutions  Alliance  Program
partner  as  well  as  a  RIM  Su-Dealer.  This  brings  to  Retrieval  Dynamics
Corporation co- marketing opportunities and Blackberry  certification as well as
the  opportunity  to resell RIMs line of  products.  This will lead to increased
customers,  as Blackberry users are a targeted  wireless  audience  representing
early  adopters of wireless and  technology.  RIM will pull  Retrieval  Dynamics
Corporation  into  many new  niche  markets,  as they are  looking  for  content
providers  and being  certified,  Retrieval  Dynamics  Corporation  will receive
referrals to wireless application development opportunities.  The RIM Sub-Dealer
program will allow the company to offer a  "Bundled-Solution"  to its  customers
and increase revenues through hardware sales.


                                       37
<PAGE>


T-Mobile  USA is Based in  Bellevue,  WA, and is a leading  provider  of digital
wireless  communications  in  the  United  States  with 7  million  subscribers.
T-Mobile has experienced significant growth over the past year, T-Mobile and its
affiliates now offer service in 20 of the top 25 wireless markets. T-Mobile uses
and  operates  the  Global  System for Mobile  (GSM)  communications  technology
platform,  which is the  established  standard in most countries  outside of the
United  States.  Adopted by 158  countries,  GSM accounts for  approximately  70
percent of the total digital wireless market. T-Mobile is the only U.S. wireless
telecommunications  provider  with a national GSM wireless  technology  network,
which gives  customers the choice of using their T-Mobile  number when traveling
internationally  and  supports  roaming  capabilities  for other  GSM  customers
traveling to the United States. T-Mobile operates on the business proposition of
providing customers the best value in wireless service. "GET MORE" is T-Mobile's
promise to  customers to provide more  minutes,  more  features and more service
than any other wireless provider in the markets they serve.  Retrieval  Dynamics
is an authorized dealer for both voice and data plans provided by T-Mobile

RE/MAX has selected  Retrieval to be a "Preferred  Vendor" for wireless  devices
and relevant applications under the program name "Mobile Advantages". The RE/MAX
franchise network,  celebrating 30 years of consecutive growth, is a global real
estate system  operating in 42 countries.  More than 4,400  independently  owned
offices  engage over 80,000  member  sales  associates  who lead the industry in
professional designations, experience and production while providing real estate
services in residential, commercial, referral, relocation, and asset management.

Sprint PCS is the largest  wireless  network  carrier in the United  States with
close to 2 million wireless subscribers.  They also represent one of the largest
wired  telecommunications  companies in the United  States.  Retrieval  Dynamics
Corporation  has finalized an agreement  that places the Qxprint  application on
the Sprint PCS wireless devices and be included as a certified application. This
will immediately  bring access to a targeted  wireless  population and potential
customer base. This application and  relationship  will also allow us more quick
and direct access for other content  applications  to be delivered to Sprint PCS
and their growing wireless customer base.

MethodFactory   is  a  software   design,   development  and  integration   firm
specializing  in the  delivery  of  technology  based  solutions  to  real-world
business  challenges.  They utilize a proven  methodology to integrate  existing
business   processes  and  systems  with  technology   solutions  that  increase
efficiency, reduce overhead and maximize your ability to better communicate with
your business partners and customers.  There has been a great  relationship with
MethodFactory,  since the initial development of Qxprint, as they were strategic
developers for the web interface.  The continued  relationship  has lead to them
being an integral part of our out-sourced  services.  Current  negotiations  are
underway to provide  website  hosting for them and their  customers,  which will
provide a base for our WASP.  It will also help in capacity  utilization  of the
existing Retrieval Dynamics Corporation facilities.

PrinterOn  provides simple and secure Internet printing  solutions that help you
communicate smarter, faster, better than ever before. With this alliance (Letter
of Intent)  subscribers  of Qxprint can send your documents from any computer or
wireless  Internet-enabled  device to virtually any printer in the world.  Thus,


                                       38
<PAGE>


this  alliance  provides  a broader  range of user  options  of  Qxprint.  Since
PrinterOn is headquartered in Canada, it provides an entry vehicle for Retrieval
Dynamics  Corporation  to enter the wireless  application  market  place,  which
enhances the globalization of the company and product-line.

Motorola is one of the largest device and system providers  globally,  competing
primarily  with  Nokia,  and  Ericsson.  Motorola  is also a  global  leader  in
providing integrated communications solutions and embedded electronic solutions.
These include: Software-enhanced wireless telephone, two-way radio and messaging
products and systems,  as well as networking and Internet-access  products,  for
consumers,   network  operators,  and  commercial,   government  and  industrial
customers.  End-to-end  systems for the delivery of  interactive  digital video,
voice  and  high-speed   data  solutions  for  broadband   operators.   Embedded
semiconductor   solutions  for  customers  in  the   networking  and  computing,
transportation,  wireless  communications and digital  consumer/home  networking
markets. Embedded electronic systems for automotive, industrial, transportation,
navigation,   communication  and  energy  systems  markets.  Retrieval  Dynamics
Corporation has earned  Motorola  certification  for the Qxprint  application as
well as signing the Motorola  contract to allow  Motorola to  demonstrate  their
devices Retrieval  Dynamics products and technology.  In addition,  negotiations
are in  process  to  become  a  certified  development  partner  for  Motorola's
enterprise   application   group.   This  will  provide  sales  and  development
opportunities to expand the out-reach of in-house sales and marketing. This also
provides an entry into testing facilities for application feasibility and robust
capability.

An agreement is being  finalized with Armando A. Mann of AldeaX Group, to act as
the exclusive agent of Retrieval Dynamics Corporation for Argentina and Uruguay.
He was the past president of the South American Telecommunications  Association,
which represents 52 different  network  carriers.  Mr. Mann brings with him many
years  of  telecommunications  experience  and  also  offers  a head  start  for
Retrieval Dynamics  Corporation entering the Latin American market place. Again,
wireless acceptance is more rapid in Asia, Latin America, and Europe then in the
USA.  We expect  other  opportunities  within  Latin  America  to come from this
relationship.

An agreement has been finalized with L.T.  Fiore,  Inc. to act as our consultant
to the alarm industry.  Louis Fiore is the past president of the Central Station
Alarm Association and has spent his career in the alarm industry. Mr. Fiore will
represent the companies' offerings to his many contacts in the alarm industry as
well as gather requirements for future application development.

Microsoft provides a directory of wireless developers.  Being a qualified member
of this  directory  we have access to  development  tools,  and PR. RDC wireless
applications and ASP is on a Microsoft platform and uses its gateway.  Retrieval
Dynamics  Corporation is a complete end-to- end Microsoft  wireless and Internet
solution platform.

Casio has made  Retrieval  Dynamics  Corporation a resale  partner for their PDA
devices and provide discounts on device hardware. Retrieval Dynamics Corporation
will also receive coop dollars for coop  marketing and  advertising  promotions.
This will allow us to offer  complete  wireless  solutions  that include  device
recommendations.

IBM Solution  Partnership  - is a business  partner that will qualify  Retrieval
Dynamics Corporation for co-marketing opportunities, and referrals to enterprise
customers for wireless applications.  This helps IBM supplement their e-business
and wireless opportunities.


                                       39
<PAGE>


Cingular  -  Retrieval  Dynamics  Corporation  is  listed  in  their  Developers
Directory,  and the relationship  will evolve into a solutions  alliance program
with co-marketing opportunities and certified applications.

AT&T  Wireless  -  Retrieval  Dynamics  Corporation  will  be  listed  in  their
Developers Directory, be part of their testing of applications and certification
protocol, and enter into marketing and joint PR opportunities.

Palm Developer  Network - Retrieval  Dynamics  Corporation is listed in the Palm
Solutions Alliance and co-marketing directory - devices,  software and operating
systems

Openwave is the world's largest  provider of mobile Internet  software backed by
industry-  leading  Customer  Services.   They  provide   Communication  Service
Providers (CSPs),  including  wireless and wireline  carriers,  Internet Service
Providers (ISPs), portals, and broadband providers worldwide,  with the software
and  services  they need to build  boundary-free,  multi-network  communications
services for their  subscribers.  Openwave  customers  currently serve more than
half of all mobile  subscribers  across  the globe and  include  AT&T  Wireless,
Verizon  Wireless,  Sprint  PCS,  and Nextel,  as well as Japan's  KDDI and BT's
Genie.  Openwave(TM)  Mobile  Browser(TM)  software  is embedded in more than 70
percent of all Internet-enabled phones. Retrieval Dynamics Corporation is one of
the wireless developers in their co-marketing directory.

Nextel   Communications  -  Retrieval   Dynamics   Corporation  is  a  certified
development  partner of Nextel.  GoFigure  is  available  for  purchase  through
Nextel's wireless application website.

Pursue  selective  acquisitions  to expand our  capabilities:  The Company  will
pursue  acquisitions  that management  believes will allow the Company to expand
its available resources such as a wireless ISP, imaging print on demand company,
other wireless  application service provider or software development company. No
acquisitions are planned or pending at this time.

Results  of  Operations  -For the Three  Months  Ending  December  31,  2002 and
December 31, 2001

Revenues

Revenues for the fiscal  quarters  ended December 31, 2002 and December 31, 2001
were $2,233 and $0,  respectively.  Sales for the period ended December 31, 2002
consist mainly of equipment sales to the real estate  industry.  The delays that
the Company is experiencing  are external.  The Company  forecasts that once the
partnerships  web-sites and  programming  are finalized,  revenues will increase
with equipment sales,  solution sales and licensing  agreements.  The Company is
not able to forecast the completion of the partnership's web-sites. The Company,
for  reporting  purposes,  continues  to  be  treated  as  a  development  stage
corporation.

Operating Costs and Startup Expenses

Operating  costs and startup  expenses for the quarter  ended  December 31, 2002
were  $764,823  compared to $ 873,518 for the quarter  ended  December 31, 2001,
represents a decrease of $108,695  (12%).  The Company is continuing its efforts
to reduce operating costs. The most significant  decreases were in travel, trade
shows, advertising and consulting.


                                       40
<PAGE>


Interest  expense for the quarter ended December 31, 2002 was $86,086 and $6,932
for December 31, 2001.  During the quarter ended  December 31, 2002, the Company
received  proceeds from the issuance of convertible  and  non-convertible  notes
payable in the amount of $219,900. At quarter end December 31, 2002, the Company
had $625,960 in convertible and non-convertible notes payable outstanding,  with
interest ranging from eight percent (8%) to thirteen percent (13%).

Net loss was  $850,312  for the quarter  ended  December  31,  2002  compared to
$880,450 for the same period ended December 31, 2001.

Assets and Liabilities

At  quarter  ended  December  31,  2002,  assets  were  $1,575,547  compared  to
$3,067,807 for the quarter ended December 31, 2001.  Assets consisted  primarily
of equipment and furnishings and software costs.  Liabilities were $1,198,844 at
quarter end  December  31,  2002  compared  to  $418,348  for the quarter  ended
December 31, 2001.  The increase in  liabilities is primarily due to an increase
in convertible  and  non-convertible  notes and increases in accrued payroll and
payroll related items.

Stockholders' Deficit

Stockholders' equity was $376,703 as of December 31, 2002 compared to $2,649,459
as of December 31, 2001.

Financial Condition

At December 31, 2002 the Company had cash of $73,573 as compared to $361,803 for
the period ended December 31, 2001.

Liquidity of Capital Resources

At December 31, 2002,  the Company had negative  working  capital of  $1,101,547
compared to a negative  working  capital of $34,712 at December  31,  2001.  The
decrease  in working  capital is a result of the  continued  efforts to build an
infrastructure for marketing, advertising and distribution.

Management  believes  that the Company will need  approximately  $1.5 million in
funding and the  revenues  generated  from  operations  to  provides  continuing
operations for the next twelve months

The Company is currently engaged in a private placement of common stock for $5.5
million,  which should provide enough capital to generate revenues from the sale
of its software solutions.  At this time, the Company has had excellent response
to the private placement and as of the close of the first quarter ended December
31, 2002,  the Company has received  $194,000 in  subscriptions  for it's common
stock.  Subsequent  to the quarter  ended  December  31,  2002,  the Company has
received $222,000 in subscriptions and anticipates receipt of an additional $1.0
million by March 31, 2003. In addition, the Company has subscription commitments
for  $600,000 in  additional  funding.  Although  there is no guaranty  that the
funding subscribed shall be received,  management is confident that by March 31,
2003, the Company will have raised sufficient fund to maintain operations.


                                       41
<PAGE>


Financing Activities

For the quarter ended  December 31, 2002,  the Company  issued 194,000 shares of
the Company's  restricted common stock for which the Company received  $194,000.
This  amount was reduced by  offering  costs of $41,759.  All funds were used as
working  capital  to  continue  research  and  development  activities  and  the
launching of two additional products, DocLynxLite and Go Figure.

In October, 2002, shareholders of the Company were issued convertible promissory
notes in the amount of $100,000,  $15,000 and $55,000,  respectively.  Each note
has a maturity date of February 28, 2003, with extendable terms. These note bear
interest at a rate of thirteen  percent (13%) per annum and are  convertible  in
whole or in part, into the common shares of the Company at a conversion price of
fifty cents ($0.50) per share.

In  October  2002,  John  Harkola,  the  Company's  current  Chairman  and Chief
Executive  Officer,  was issued  promissory  notes in the amounts of $15,000 and
$900, respectively. Each note bears interest at a rate of eight percent (8%) per
annum. The notes are not convertible.

Employees

At December 31, 2002, the Company  employed  twelve (12) 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.

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
continually  invest in the technology to provide the best quality product to the
public and to  effectively  compete  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
advance  rate at which  technology  advances,  the  Company's  equipment  may be
outdated  quickly,  preventing  or impeding the Company from  realizing its full
potential profits.

Forward-Looking Statements

Certain  statements  contained  in  this  annual  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.


                                       42
<PAGE>


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.

                                     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

None.

Item 3. Defaults in Senior Securities

None.

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

No matter was submitted during the quarter ending December 31, 2002,  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:


                                       43
<PAGE>


<TABLE>
<CAPTION>
Exhibit
Number            Description
-------------------------------------------------------------------------
<S>      <C>      <C>
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.

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


                                       44
<PAGE>

<TABLE>
<S>      <C>      <C>
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.

99.1      *       Sarbanes-Oxley Certification by Chief Executive Officer.

99.2      *       Sarbanes-Oxley Certification by Chief Financial Officer.
-------------------------
</TABLE>

*    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.

     (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.






                                       45
<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: February 18, 2003       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/ Donald F. Mintmire
                              -------------------------------------------
                              Donald F. Mintmire, Director

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



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<PAGE>

I, John Harkola, certify that:

     1.  I  have  reviewed  this   quarterly   report  on  Form  10-QSB  of  RDC
International, Inc.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

A)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

B)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "evaluation date"); and

C)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     evaluation date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

A)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

B)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls.

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: February 19, 2003


/s/ John Harkola
John Harkola
Chief Executive Officer (or equivalent)

                                       47

<PAGE>


     I, Anthony Cella, certify that:

     1.  I  have  reviewed  this   quarterly   report  on  Form  10-QSB  of  RDC
International, Inc.

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

A)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

B)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "evaluation date"); and

C)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     evaluation date;

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

A)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

B)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls.

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: February 19, 2003

/s/ Anthony Cella
Anthony Cella
Chief Financial Officer (or equivalent)

                                       48