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: June 30, 2003

                          Commission file no.: 000-29639


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

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

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


Issuer's telephone number (941) 365-9955


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

                                                        Name of each exchange on
  Title of each class                                   which registered

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


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

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

Copies of Communications Sent to:

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



<PAGE>




Indicate by Check whether the issuer (1) filed all reports  required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [_]



As of June 30,  2003,  there  were  19,810,481  shares  of  voting  stock of the
registrant issued and outstanding.



<PAGE>


                                     PART I

Item 1. Financial Statements



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

                        Consolidated Financial Statements

         Three and Nine Months Ended June 30, 2003 and 2002 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                        through June 30, 2003 (Unaudited)





                                    Contents


Consolidated Financial Statements:

    Consolidated Balance Sheet...............................................F-1
    Consolidated Statements of Operations....................................F-2
    Consolidated Statements of Changes in Stockholders' Equity...............F-3
    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

                                  June 30, 2003
                                   (Unaudited)


<S>                                                                             <C>
Assets
Current assets:
    Cash                                                                        $        549,847
    Accounts receivable, trade                                                             1,330
    Prepaid expenses and deposits                                                         32,789
                                                                                ----------------
Total current assets                                                                     583,966
                                                                                ----------------

Furniture and equipment, net of accumulated depreciation                                  79,388
                                                                                ----------------

Other assets:
    Software, net of accumulated amortization                                            779,888
    Other                                                                                 16,016
                                                                                ----------------
Total other assets                                                                       795,904
                                                                                ----------------

                                                                                $      1,459,258


Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, trade                                                     $        177,047
    Accounts payable, stockholders                                                        15,384
    Note payable, stockholders                                                           151,900
    Convertible note payable, stockholders                                                56,480
    Accrued payroll and payroll taxes                                                    355,353
    Other                                                                                 45,477
                                                                                ----------------
Total current liabilities                                                                801,641
                                                                                ----------------

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; 19,810,481 shares issued and outstanding                               1,981
    Additional paid-in capital                                                        11,792,638
    Subscription receivable                                                              (30,000)
    Deficit accumulated during development stage                                     (11,107,002)
                                                                                ----------------
Total stockholders' equity                                                               657,617
                                                                                ----------------

                                                                                $      1,459,258
</TABLE>


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


<PAGE>


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

                      Consolidated Statements of Operations








                                                                                                              Period
                                         Three Months Ended                 Nine Months Ended            September 8, 1999
                                                                                                         (Date of Inception)
                                              June 30,                           June 30,                    through
                                    ------------------------------    -----------------------------         June 30,
                                         2003              2002            2003             2002               2003
                                    ---------------------------------------------------------------------------------------
                                       (Unaudited)      (Unaudited)     (Unaudited)      (Unaudited)     (Unaudited)

<S>                                 <C>               <C>                                <C>
Sales                               $       6,373     $               $      20,702      $                $       27,203

Cost of sales                               6,320                            14,254                               19,650
                                    ---------------------------------------------------------------------------------------

Gross profit                                   53                             6,448                                7,553

Operating costs and start-up
    expenses                              819,105     $    917,405        2,523,026        2,744,322          10,388,829
                                    ---------------------------------------------------------------------------------------

Net loss from operations                 (819,052)        (917,405)      (2,516,578)      (2,744,322)        (10,381,276)

Other income                                  (31)          (1,032)             (62)          (2,566)             (9,719)

Interest expense                          309,095           37,909          426,370           51,590             735,445
                                    ---------------------------------------------------------------------------------------

Net loss                            $  (1,128,116)    $   (954,282)   $  (2,942,886)   $  (2,793,346)     $  (11,107,002)
                                    =======================================================================================

Net loss per share                  $        (.06)    $       (.06)   $        (.17)   $        (.18)     $         (.90)
                                    =======================================================================================

Weighted average number
    of common shares                   17,601,326       16,270,342       17,083,029       15,403,258          12,408,235
                                    =======================================================================================
</TABLE>
















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


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

 Period September 8, 1999 (Date of Inception) through June 30, 2003 (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 at $.0001 per share
    for services, July 2000                                           120,000                 12
Issuance of common stock at $1.00 per share
    for cash, July 2000                                                15,000                  1             14,999
Issuance of common stock at $1.00 per share
    for cash, August 2000                                             100,000                 10             99,990
Issuance of common stock at $1.00 per share
    for cash, September 2000                                            5,000                  1              4,999
Issuance of common stock at $1.00 per share
    for services, September 2000                                      100,000                 10             99,990
Intrinsic value of beneficial conversion feature of
    convertible debt, September 2000                                                                         30,750
                                                                 --------------------------------------------------
Balance, September 30, 2000                                         6,840,000                684            261,697
Issuance of common stock at $1.00 per share
    for stock subscription, November 2000                             189,080                 40            189,040
</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>
$             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-3


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

 Period September 8, 1999 (Date of Inception) through June 30, 2003 (Unaudited)



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

                                                                  3,347,170

                                                                     50,000

                                                                     19,103



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

                                                                  1,176,425

                                                                  1,176,425

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

                                                                    113,113

                                                                     36,887

                                               (324,375)
                             19,985                                  19,985
</TABLE>





                                                                             F-4


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

 Period September 8, 1999 (Date of Inception) through June 30, 2003 (Unaudited)



                                                                           Common Stock                  Additional
                                                                 -------------------------------           Paid-In
                                                                    Shares           Amount                Capital
                                                                 --------------------------------------------------
<S>                <C>                                            <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 $1.00
    per share for cash, October 2001                                  274,400                 27            274,373
Issuance of common stock and warrants at $1.00
    per share for cash, November 2001                                 701,500                 70            701,430
Issuance of common stock and warrants at $1.00
    per share for cash, December 2001                                 811,081                 81            811,000
Offering costs, December 2001
Amortization of offering costs, December 2001                                                              (441,801)
Issuance of common stock and warrants at $1.00
    per share for cash, January 2002                                  485,500                 49            485,451
Issuance of common stock and warrants at $1.00
    per share for cash, February 2002                                 485,700                 49            485,651
Issuance of common stock and warrants at $1.00
    per share for cash, March 2002                                     45,000                  4             44,996
Offering costs, March 2002
Amortization of offering costs, March 2002                                                                 (249,210)
Stockholder forgiveness of debt, March 2002                                                                  54,119
Issuance of common stock for settlement of notes
    payable, May 2002                                                 300,000                 30            149,970
Offering costs
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-5


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

 Period September 8, 1999 (Date of Inception) through June 30, 2003 (Unaudited)



                                                                           Common Stock                  Additional
                                                                 -------------------------------           Paid-In
                                                                    Shares           Amount                Capital
                                                                 --------------------------------------------------
<S>                <C>                                            <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
Issuance of common stock at $1 per share for cash,
    January 2003                                                      302,263                 30            302,233
Issuance of common stock at $1 per share for cash,
    February 2003                                                     405,262                 41            405,221
</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

                                                                    302,263

                                                                    405,262
</TABLE>


                                                                             F-6


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

 Period September 8, 1999 (Date of Inception) through June 30, 2003 (Unaudited)



                                                                           Common Stock                  Additional
                                                                 -------------------------------           Paid-In
                                                                    Shares           Amount                Capital
                                                                 --------------------------------------------------
<S>                <C>                                            <C>                <C>               <C>
Issuance of common stock at $1 per share for cash,
    March 2003                                                        121,372                 12            121,360
Offering costs
Amortization of offering costs                                                                             (214,141)
Issuance of common stock at $1 per share for cash,
    April 2003                                                         26,737                  3             26,734
Offering costs, April 2003                                                                                   (5,533)
Issuance of common stock at $1 per share for cash
    May 2003                                                          184,000                 18            183,982
Offering costs, May 2003                                                                                    (29,880)
Issuance of common stock at $1 per share for
    cash, June 2003                                                   678,000                 68            677,932

Issuance of detachable warrants in connection with
    convertible debt, June 2003                                                                             106,829

Intrinsic value of beneficial conversion feature
    on convertible debt, June 2003                                                                          176,651

Issuance of common stock for settlement of
    notes payable, June 2003                                        1,369,000                137            683,092
Issuance of common stock at $1 per share for
    stock subscription, June 2003                                      30,000                  3             29,997
Offering costs, June 2003                                                                                  (126,240)
Net loss for the period
                                                                ---------------------------------------------------
Balance, June 30, 2003                                             19,810,481        $     1,981   $     11,792,638
                                                                ===================================================
</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>

                                                                    121,372
                                               (149,202)           (149,202)
                                                214,141

                                                                     26,737
                                                                     (5,533)

                                                                    184,000
                                                                    (29,880)

                                                                    678,000


                                                                    106,829


                                                                    176,651


                                                                    683,229

                              (30,000)
                                                                   (126,240)
      (2,942,886)                                                (2,942,886)
---------------------------------------------------------------------------
$    (11,107,002)     $       (30,000)     $          0       $     657,617
===========================================================================
</TABLE>







                                                                             F-7


<PAGE>


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

                      Consolidated Statements of Cash Flows

                                                                                                    Period
                                                                                             September 8, 1999
                                                                Nine Months Ended            (Date of Inception)
                                                                          June 30,                 through
                                                          ------------------------------          June 30,
                                                                 2003           2002                2003
                                                          ---------------------------------------------------------
                                                           (Unaudited)     (Unaudited)            (Unaudited)
<S>                                                       <C>              <C>                 <C>
Operating activities
    Net loss                                              $  (2,942,886)   $  (2,793,346)      $   (11,107,002)
                                                          ---------------------------------------------------------
    Adjustments to reconcile net loss to net
        cash used by operating activities:
           Depreciation                                         124,550          123,950               407,512
           Amortization of software                             779,889          779,888             2,339,670
           Provision for uncollectible financing costs           44,000                                 44,000
           Increase in accounts receivable                       (1,330)                                (1,330)
           Amortization of discount on notes
               payable                                          364,300           33,333               637,424
           Write-off of deferred offering costs                                                        201,523
           Common stock issued for services                                                             10,000
           (Increase) in prepaids and other assets              (39,973)          (3,633)              (92,805)
           (Decrease) increase in accounts
               payable and accrued expenses                     169,894         (487,908)              647,253
                                                          ---------------------------------------------------------
    Total adjustments                                         1,441,330          445,630             4,193,247
                                                          ---------------------------------------------------------
    Net cash used by operating activities                    (1,501,556)      (2,347,716)           (6,913,755)
                                                          ---------------------------------------------------------

Investing activities

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

Financing activities
    Deferred offering costs                                    (149,000)        (553,649)             (776,598)
    Offering costs                                             (107,999)                            (107,999)
    Proceeds from issuance of common stock
        and warrants                                          1,911,634        2,803,181            10,974,906
    Proceeds from issuance of notes payable                     505,900          128,483             1,174,383
    Payments on notes payable and
        related accrued interest                               (122,610)          (3,000)             (246,257)
                                                          ---------------------------------------------------------
    Net cash provided by financing activities                 2,037,925        2,375,015            11,018,435
                                                          ---------------------------------------------------------

Net increase in cash                                            536,369          20,077              549,847

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

Cash at end of period                                     $     549,847     $    21,269      $       549,847
                                                          =========================================================
</TABLE>





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


<PAGE>


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

                      Consolidated Statements of Cash Flows



Supplemental disclosures of cash flow information:

     For the nine months ended June 30, 2003, the Company recorded a discount on
     debt of $364,301 based on the fair value of the associated common stock and
     beneficial conversion features.

     At June 30, 2003, accounts payable included $87,974 due for offering costs.

     During the nine months ended June 30, 2003, the Company offset  $417,553 of
     deferred offering costs against additional paid-in capital.

     During the nine months ended June 30, 2003,  the Company  issued  1,369,000
     shares of common stock in  satisfaction  of notes  payable in the amount of
     $683,229.

     During the nine months ended June 30, 2003, the Company  exchanged  $56,480
     of accrued liabilities for $56,480 of convertible notes payable.

     During the nine  months  ended June 30,  2003,  the Company  issued  30,000
     shares of common stock in exchange for a $30,000 subscription receivable.










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

                  Three and Nine Months Ended June 30, 2003 and
                  2002(Unaudited) and Period September 8, 1999
                               (Date of Inception)
                        through June 30, 2003 (Unaudited)



1.   Consolidated Financial Statements

In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations for the three- and  nine-month  periods ended June 30, 2003 and 2002,
and the period September 8, 1999 (date of inception)  through June 30, 2003, (b)
the financial  position at June 30, 2003,  and (c) cash flows for the nine-month
periods ended June 30, 2003 and 2002, and the period  September 8, 1999 (date of
inception) through June 30, 2003, 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  nine-month  period  ended June 30, 2003 are not
necessarily indicative of those to be expected for the entire year.


2.   Going Concern and Subsequent Event

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate  continuation of the Company as a going concern. The
Company  incurred  operating  losses of  approximately  $2,943,000  for the nine
months ended June 30, 2003 and approximately  $11,107,000  since inception,  has
used approximately  $1,502,000 of cash from operations for the nine months ended
June  30,  2003 and  approximately  $6,914,000  of cash  from  operations  since
inception.   In  addition,   the  Company  has  negative   working   capital  of
approximately  $218,000 as of June 30, 2003.  These  factors  raise  substantial
doubt about the  Company's  ability to continue as a going  concern.  Management
believes that its current operations and cash balances will not be sufficient to
satisfy its  anticipated  cash  requirements,  and that the Company will require
approximately  $600,000 to fund its operations for the next 12 months.  Although
no  assurance  can be given,  management  anticipates  that the majority of this
amount will come from existing stockholders and future offerings.

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


                                                                            F-10


<PAGE>


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

                   Notes to Consolidated Financial Statements

         Three and Nine Months Ended June 30, 2003 and 2002 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                        through June 30, 2003 (Unaudited)



3.   Equity and Debt

The Company issued $15,000 of convertible debt during the nine months ended June
30, 2003. 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.  On June 30, 2003,  this note was
converted to common stock.

The Company issued $78,000 of convertible debt during the nine months ended June
30, 2003. These notes accrue 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.  On
June 30, 2003, the balance due of $55,000 on these notes was converted to common
stock.

The Company issued an additional  $222,000 of  convertible  debt during the nine
months ended June 30, 2003. These notes accrue interest at eight percent and are
due at the  Company's  discretion.  Along  with the  debt,  the  Company  issued
warrants to acquire  454,000 shares of the Company's  stock at an exercise price
of $.75 per share.  The warrants were valued at $106,829 and the intrinsic value
of the conversion feature of the debt was valued at $120,171. These amounts have
been  allocated to interest  expense since the notes are  convertible  upon note
issuance.  On June 30,  2003,  these  notes  were  converted  to  common  stock,
including $1,229 of accrued interest.

On June 30, 2003, the Company  exchanged $56,840 of accrued interest for $56,480
of convertible debt to a stockholder.  The note is non-interest  bearing and due
on demand. The stockholder has the option to convert the note for 112,960 shares
of common  stock  upon note  issuance.  The  intrinsic  value of the  conversion
feature of the debt was valued at $56,480 and was allocated to interest  expense
since the note is convertible at the date of issuance.

Convertible  debt issued prior to October 1, 2002,  which  amounted to $390,000,
was also converted to common stock on June 30, 2003.





                                                                            F-11


<PAGE>


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

                   Notes to Consolidated Financial Statements

         Three and Nine Months Ended June 30, 2003 and 2002 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                        through June 30, 2003 (Unaudited)



3.   Equity and Debt (continued)

In addition to the convertible notes listed above,  during the nine months ended
June 30, 2003, the Company issued notes payable totaling  $190,900.  These notes
pay interest that range between 8.0 and 15.0 percent, are due on demand, and are
unsecured.

At June 30, 2003, the Company had outstanding warrants, as extended, to purchase
4,076,625  shares of the Company's  common stock at prices  ranging from $.25 to
$1.50. In addition,  at June 30, 2003, the Company had  outstanding  warrants to
purchase 175,000 shares of the Company's common stock at no cost. These warrants
are exercisable and expire on January 31, 2004.


4.   Stock Option Plan

On October 1, 2001, the Company  adopted a Board of Directors stock option plan.
Under the plan,  each Board  member,  excluding  those  employed by the Company,
shall be granted the option to purchase  50,000 shares of the  Company's  common
stock at a price equal to 25 percent of the market  price at the grant  date.  A
maximum of 50 percent of the  option is  exercisable  after each Board  member's
first year anniversary.  The remaining 50 percent is exercisable after the Board
Member's second year anniversary. The option expires on the Board member's third
anniversary.  As of June 30, 2003 no options  have been granted or are due under
this plan.

Subsequent to June 30, 2003, the Company terminated the Board of Directors stock
option plan. No options were ever granted under this plan.















                                                                            F-12


<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").

The Company issued $15,000 of convertible debt during the nine months ended June
30, 2003. 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.  On June 30, 2003,  this note was
converted to common stock.

The Company issued $78,000 of convertible debt during the nine months ended June
30,  2003.  These notes  accrue  interest at 10.0 percent and are 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.  On
June 30, 2003, the balance due of $55,000 on these notes was converted to common
stock.


                                       21
<PAGE>


The Company issued an additional  $222,000 of  convertible  debt during the nine
months ended June 30, 2003. These notes accrue interest at eight percent and are
due at the  Company's  discretion.  Along  with the  debt,  the  Company  issued
warrants to acquire  454,000 shares of the Company's  stock at an exercise price
of $.75 per share.  The warrants were valued at $106,829 and the intrinsic value
of the conversion feature of the debt was valued at $120,171. These amounts have
been  allocated to interest  expense since the notes are  convertible  upon note
issuance.  On June 30,  2003,  these  notes  were  converted  to  common  stock,
including $1,229 of accrued interest.

On June 30, 2003, the Company  exchanged $56,840 of accrued interest for $56,480
of convertible debt to a stockholder.  The note is non-interest  bearing and due
on demand. The stockholder has the option to convert the note for 112,960 shares
of common  stock  upon note  issuance.  The  intrinsic  value of the  conversion
feature of the debt was valued at $56,480 and was allocated to interest  expense
since the note is convertible at the date of issuance.

Convertible  debt issued prior to October 1, 2002,  which  amounted to $390,000,
was also converted to common stock on June 30, 2003.

In addition to the convertible notes listed above,  during the nine months ended
June 30, 2003, the Company issued notes payable totaling  $190,900.  These notes
pay interest that range between 8.0 and 15.0 percent, are due on demand, and are
unsecured.

At June 30, 2003, the Company had outstanding warrants, as extended, to purchase
4,076,625  shares of the Company's  common stock at prices  ranging from $.25 to
$1.50. In addition,  at June 30, 2003, the Company had  outstanding  warrants to
purchase 175,000 shares of the Company's common stock at no cost. These warrants
are exercisable and expire on January 31, 2004.

On October 1, 2001, the Company  adopted a Board of Directors stock option plan.
Under the plan,  each Board  member,  excluding  those  employed by the Company,
shall be granted the option to purchase  50,000 shares of the  Company's  common
stock at a price equal to 25 percent of the market  price at the grant  date.  A
maximum of 50 percent of the  option is  exercisable  after each Board  member's
first year anniversary.  The remaining 50 percent is exercisable after the Board
Member's second year anniversary. The option expires on the Board member's third
anniversary.

Subsequent to June 30, 2003, the Company terminated the Board of Directors stock
option plan. No options were ever granted under this plan.

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.


                                       22
<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.

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."

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"


                                       23
<PAGE>


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)

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.

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.


                                       24
<PAGE>


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.

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.


                                       25
<PAGE>


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
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.


                                       26
<PAGE>


*    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
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


                                       27
<PAGE>


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.

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.


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<PAGE>


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.

Status of Publicly Announced Products and Services

Qxprint[TM]: Version 1.0 released January, 2001. Version 1.5 released June, 2001
and is currently on the market.

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

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

Mobile Listing  Advantage(TM)  Version 1.0 released October,  2001.  Version 1.5
released August, 2002.

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

Sources and Availability of Raw Materials

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


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<PAGE>


Dependence on one or few customers

The Company will rely heavily on its  customers'  preferences  to best determine
the products  which will be produced.  The  commercial  success of the Company's
products  will depend on its  ability to predict  the type of product  that will
appeal to a broad spectrum of the populous and will be affordable.  Although the
Company plans to test market their products prior to their release, there can be
no assurance that the Company will be able to predict the appeal of its products
before their  production.  Considerable  expense is expended on production costs
before a product can be test marketed. Therefore, although a product which tests
poor can be  scrapped  before  additional  expense is incurred  associated  with
release including  marketing and distribution,  the Company may have to bear the
expense of production of some  products,  which may never be released.  This may
have a material adverse effect on the Company.

Research and Development

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.

Patents, Copyrights and Trademarks

The Company intends to protect its original  intellectual property with patents,
copyrights and/or trademarks as appropriate.

Retrieval  Dynamics,  DocLYNX[TM],  Mobile Listing  Advantage(TM),  Qxprint[TM],
Qxprint+[TM],  eWASP[TM], NIMBLE[TM], Wappyhead[TM] and "partnering the powerful
with the personal[TM]" are trademark protected.

A patent has been applied for DocLYNX[TM] and is currently pending

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


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<PAGE>


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. RDC has a signed  agreement  with  EarthLink,
making them a channel partner and call center for hardware  customer support and
AT&T for  "feet-on-the-street  sales.  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

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  subscriptions,  and  transaction  fees of its
Qxprint. Mobile Listing Advantage is a subscription bases model and is sold as a
bundled solution  including  hardware and network sales,  Additional  monies are
also 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.


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<PAGE>


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.

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 (14) 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.


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<PAGE>


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.

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


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<PAGE>


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.

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.


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<PAGE>


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.

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.


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<PAGE>


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.

AT&T Wireless  (NYSE:  AWE) is the  second-largest  wireless  carrier,  based on
revenues,  in the United States.  AT&T Wireless has signed an agreement with RDC
as a program partner in Mobile listing  Advantage.  This agreement allows RDC to
resell AT&T Wireless  products and network  connectivity and makes available MLA
to AT&T's sales force.  With 21.1 million  subscribers as of March 31, 2003, and
revenues of nearly $16.0  billion  over the past four  quarters,  AT&T  Wireless
delivers advanced high-quality mobile wireless  communications  services,  voice
and data, to businesses and consumers, in the U.S. and internationally.

EarthLink  is the  Internet  service  provider  (ISP)  solution for an impatient
world.  An agreement  has been signed with RDC allowing  EarthLink to resell MLA
provisioned on hardware  devices.  As a channel  partner  EarthLink will provide
both   hardware  and  network   connectivity   as  well  as  customer   support.
Headquartered  in  Atlanta,  EarthLink  has  earned a  national  reputation  for
outstanding  customer  service and its suite of online  products  and  services.
According to J.D. Power and Associates,  EarthLink is ranked Highest in Customer
Satisfaction  among  Dial-up  ISPs and tied in the ranking for Highest  Customer
Satisfaction   Among  High-Speed  ISPs.   Serving   approximately  five  million
subscribers,  EarthLink offers what every user should expect from their Internet
experience:  high-quality  connectivity,  minimal  drop-offs  and  ISP-generated
intrusions,  and customizable features.  Whether it's dial-up,  high-speed,  Web
hosting,  or wireless Internet service,  EarthLink  provides the tools that best
let individuals use and enjoy the Internet on their own terms.

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.


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<PAGE>


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.

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.

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.

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.


                                       37
<PAGE>


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 and Nine Months  Ending June 30, 2003 and
June 30, 2002

Revenues

Revenues for the nine months ended June 30, 2003 were $20,702 compared to $0 for
the nine months  ended June 30,  2002.  Revenues for the three months ended June
30, 2003 were $6,373 compared to $0 for the three months ended June 30, 2002.

Despite the lack of  significant  revenues,  the company is  continuing to build
its'  infrastructure  by the development of partnership  relations and marketing
the company's  name through the  participation  in trade and partner  convention
shows. In the opinion of management,  these partnerships are required to develop
the distribution and marketing of the company's software products.

Operating Losses

Operating  losses  for the nine  months  ended  June 30,  2003  were  $2,516,578
compared  to losses of  $2,744,322  for the same  period  ended  June 30,  2002.
Operating losses for the three months ended June 30, 2003 were $819,105 compared
to $917,405 for June 30, 2002.

The company has continued its' efforts to reduce overall expenses,  however, the
marketing and advertising,  which includes  attendance at seven trade shows were
major  expenses which the company must continue to fund in the  recognition  and
distribution periods for the product line.

Assets and Liabilities

The  decrease  in the  asset  value  is  entirely  due to the  depreciation  and
amortization of the assets.  The Company has not sold,  pledged or mortgaged any
of the  assets of the  Corporation.  At June 30,  2003  assets  were  $1,459,258
compared to $2,111,262 for the same period end June 30, 2002.  Assets  consisted
primarily of Property and Equipment and Deferred Software Development Costs.

Liabilities  were  $801,641 at period end June 30, 2003 compared to $279,370 for
the period  ended June 30,  2002.  Liabilities  at June 30,  2003,  consisted of
accounts  payable  ($15,384)  and notes payable ( $151,900),  convertible  notes
($56,480)  and accrued  payroll to  shareholders  ($188,000),  in the  aggregate
amount of  $547,764,  accounting  for the  increase  liabilities.


                                       38
<PAGE>



Stockholders' Equity

Stockholders'  equity was $657,617 as of June 30, 2003,  compared to  $1,831,892
for the same period  ended June 30,  2002.  During the period end June 30, 2003,
the Company,  at the request of  convertible  note-holders,  converted this debt
into the restricted common stock of the Corporation. The aggregate amount of the
conversion  was $683,229.  All  convertible  notes carried  interest  payable at
varying rates from Eight Percent (8%) to Eighteen Percent (18%) interest rate.

Liquidity and Capital Resources

At June 30, 2003 the Company had negative  working capital of $217,675  compared
to negative equity of $249,318 for the period ended June 30, 2002.

Although the Company has sustained  substantial operating loses since inception,
management  believes  that in order for the company to remain a viable and going
concern, the company must generate $ 600,000 in sales volume, equity and/or debt
participation  to sustain its  operations  for the next twelve  months.  At that
time,  management  believes that sales volume will be at levels above break-even
and the Company will be operating on its own.

Operating Activities

For the  nine  months  ended  June 30,  2003,  net  cash  used by the  operating
activities  was$ 1,501,556  compared to $2,347,716 for the period ended June 30,
2002.

Financing Activities

For the nine months ended June 30, 2003, the company  generated cash from common
stock  sales in the  amount  of  $1,911,634,  net of  brokerage  commissions  of
$257,000  and, also provided  $505,900 from the issuance of notes  payable.  All
funds were used as working capital to finance the marketing and  distribution of
the company's real estate enterprise product line.

Employees

At June  30,  2003 the  Company  employed  eleven  (11)  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.


                                       39
<PAGE>



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.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filing

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

Item 3.  Controls and Procedures

Within 90 days prior to the date of filing of this  report,  we  carried  out an
evaluation,  under  the  supervision  and with the  participation  of our  Chief
Executive  Officer,  of the design and operation of our disclosure  controls and
procedures. Based on this evaluation, our Chief Executive Officer concluded that
our disclosure  controls and  procedures are effective for gathering,  analyzing
and disclosing the  information  that we are required to disclose in the reports
we file  under the  Securities  Exchange  Act of 1934  within  the time  periods
specified  in the  SEC's  rules and  forms.  Our Chief  Executive  Officer  also
concluded  that our  disclosure  controls and procedures are effective in timely
alerting  them to material  information  relating to our company  required to be
included in our periodic SEC filings.  In connection  with the new rules, we are
in the process of further reviewing and documenting our disclosure  controls and
procedures,  including  our  internal  controls  and  procedures  for  financial
reporting,  and may from time to time make  changes  designed  to enhance  their
effectiveness  and to ensure that our systems  evolve with our  business.  There
have been no  significant  changes in our internal  controls or in other factors
that could significantly affect internal controls subsequent to the date of this
evaluation.




                                       40
<PAGE>


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

The Company issued 3,310,634 shares of restricted common stock during the period
ended June 30,  2003.  The  proceeds  from  these  cash  sales of Company  stock
$1,911,634 were used for working capital.

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 June 30, 2003, covered by this
report to a vote of the  Company's  shareholders,  through the  solicitation  of
proxies or otherwise.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

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

<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.
</TABLE>


                                       41
<PAGE>

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

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.
</TABLE>


                                       42
<PAGE>

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

31.1      *       302 Certification by Chief Executive Officer.

31.2      *       302 Certification by Chief Financial Officer.

32.1      *       Sarbanes-Oxley Certification by Chief Executive Officer.

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










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                                       43
<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: August 14, 2003         By: /s/ John Harkola
                              ---------------------------------------
                              John Harkola, Chairman and CEO

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

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

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

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

                              By: /s/ Benjamin H. Dickens, Jr.
                              ---------------------------------------
                              Benjamin H. Dickens, Jr., Director



                                       44