U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

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

For the quarter ended March 31, 2001

Commission file no.  000-29639

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

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

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

Issuer's telephone number (941) 365-9955

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

                                                        Name of each exchange on
   Title of each class                                      which registered

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

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

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

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




<PAGE>



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

                  Yes       X       No
                           ----           ----

As of March 31,  2001,  there  were  13,037,291  shares  of voting  stock of the
registrant issued and outstanding.




<PAGE>






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

                        Consolidated Financial Statements

              Three and Six Months Ended March 31, 2001 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                       through March 31, 2001 (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-5
    Notes to Consolidated Financial Statements...............................F-7






<PAGE>

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

                           Consolidated Balance Sheet

                                 March 31, 2001
                                   (Unaudited)


<S>                                                                <C>
Assets
Current assets:
    Cash                                                           $      594,101
    Prepaid expenses and deposits                                           2,951
                                                                   --------------
Total current assets                                                      597,052
                                                                   --------------

Furniture and equipment, net of accumulated depreciation                  380,306
                                                                   --------------

Other assets:
    Software                                                            3,119,553
    Other                                                                  16,016
                                                                   --------------
Total other assets                                                      3,135,569
                                                                   --------------

                                                                   $    4,112,927


Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, trade                                        $       82,350
    Accounts payable, stockholders                                        231,100
                                                                   --------------
Total current liabilities                                                 313,450
                                                                   --------------

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; 13,037,291 shares issued and
        outstanding                                                         1,304
    Additional paid-in capital                                          6,283,951
    Subscription receivable                                              (219,985)
    Deferred offering costs                                               (39,336)
    Deficit accumulated during development stage                       (2,226,457)
                                                                   --------------
Total stockholders' equity                                              3,799,477
                                                                   --------------

                                                                   $    4,112,927
                                                                   ==============
</TABLE>






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

                                       F-1


<PAGE>



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

                      Consolidated Statements of Operations




                                                                                          Period September 8, 1999
                                Three Months Ended                Six Months Ended          (Date of Inception)
                                     March 31,                       March 31,                    through
                          -----------------------------    -----------------------------         March 31,
                                2001            2000            2001             2000               2001
                          -------------- ---------------  --------------- --------------  -------------------------
                           (Unaudited)      (Unaudited)    (Unaudited)      (Unaudited)          (Unaudited)
<S>                       <C>            <C>               <C>            <C>                   <C>
Operating costs
    and start-up
    expenses              $    878,819   $       125,923   $   1,261,352  $      296,347        $    2,226,457
                          ============== ================  ============== ==============  =========================


Net loss                  $   (878,819)  $      (125,923)  $  (1,261,352) $     (296,347)       $   (2,226,457)
                          ============== ================  ============== ==============  =========================


Net loss per share        $       (.07)  $          (.01)  $        (.11)          $(.04)                $(.28)
                          ============== ================  ============== ==============  =========================


Weighted average
    number of
    common shares           12,057,870         6,500,000      10,652,566       6,500,000             7,861,732
                          ============== ================  ============== ==============  =========================
</TABLE>






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

                                       F-2


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

              Three and Six Months Ended March 31, 2001 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                       through March 31, 2001 (Unaudited)



                                                                           Common Stock                Additional
                                                                 -------------------------------         Paid-In
                                                                    Shares           Amount              Capital
                                                                 -------------- ----------------    ---------------
<S>                                                              <C>            <C>                 <C>
Balance, September 8, 1999 (date of inception)                              0   $            0      $           0

Net loss for the period
                                                                 -------------- ----------------    ---------------
Balance, September 30, 1999                                                 0                0                  0

Issuance of common stock, December 1999                             1,000,000           10,000

Capital contributions, December 1999                                                                        1,619

Collection of stock subscription, March 2000

Collection of stock subscription, June 2000

Acquisition of company                                              6,500,000              650             11,850

Recapitalization                                                   (1,000,000)         (10,000)            (2,500)

Net loss for the year

Collection of stock subscription, September 2000

Issuance of common stock for services, July 2000                      120,000               12

Issuance of common stock for cash, July 2000                           15,000                1             14,999

Issuance of common stock for cash, August 2000                        100,000               10             99,990

Issuance of common stock for cash, September 2000                       5,000                1              4,999

Issuance of common stock 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 for stock subscription,
    November 2000                                                     189,080               40            189,040

Collection of stock subscription, November 2000

Issuance of common stock and warrants for cash,
    November 2000                                                   3,347,170              314          3,346,856
</TABLE>


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

                                       F-3 (cont.)


<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)

                              1,500                                   1,500

                                                                  3,347,170
</TABLE>



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

                                   F-3


<PAGE>



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

           Consolidated Statements of Changes in Stockholders' Equity

              Three and Six Months Ended March 31, 2001 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                       through March 31, 2001 (Unaudited)



                                                                           Common Stock               Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                --------------- ----------------    --------------------
<S>                                                                <C>               <C>              <C>
Issuance of common stock for services, November 2000                   50,000                  4             49,996

Issuance of common stock for convertible dent,
    November 2000                                                      38,206                  4             19,099

Redemption of convertible debt and reversal
    of intrinsic value of beneficial conversion
    feature, November 2000                                                                                  (30,750)

Offering costs, November 2000

Issuance of common stock and warrants for
    cash, January 2001                                              1,176,425                118          1,176,307

Issuance of common stock and warrants for
    cash, February 2001                                             1,176,425                118          1,176,307

Issuance of common stock for subscriptions,
    March 2001                                                        219,985                 22            219,963

Collection of stock subscriptions, March 2001

Amortization of offering costs, March 2001                                                                 (124,564)

Net loss for the period
                                                                --------------- -----------------   -------------------
Balance, March 31, 2001 (unaudited)                                13,037,291        $     1,304       $  6,283,951
                                                                =============== =================   ===================
</TABLE>






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

                                       F-4 (cont.)

<PAGE>











<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
----------------    ----------------    ---------------     -----------------
<S>                      <C>               <C>                <C>
                                                                     50,000


                                                                     19,103


                                                                    (30,750)

                                                (63,900)            (63,900)


                                                                  1,176,425


                                                                  1,176,425


                           (219,985)

                            189,080                                 189,080

                                                124,564

     (1,261,352)                                                 (1,261,352)
----------------    -----------------   ----------------    -----------------
$    (2,226,457)        $  (219,985)       $    (39,336)      $   3,799,477
================    =================   ================    =================
</TABLE>













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

                                       F-4



<PAGE>


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

                      Consolidated Statements of Cash Flows




                                                                                        Period September 8, 1999
                                                               Six Months Ended          (Date of Inception)
                                                                   March 31,                   through
                                                        ------------------------------         March 31,
                                                               2001           2000               2001
                                                        --------------  -------------     ------------------
                                                          (Unaudited)   (Unaudited)            (Unaudited)
<S>                                                     <C>             <C>                   <C>
Operating activities
    Net loss                                            $  (1,261,352)  $  (296,347)          $  (2,226,457)
    Adjustments to reconcile net loss to net
        cash used by operating activities:
           Depreciation                                        41,427                                41,427
           Increase (decrease) in prepaids and
               other assets                                     2,383                               (18,967)
           (Decrease) increase in accounts
               payable and accrued expenses                  (434,221)      293,928                 324,871
                                                        --------------  -------------     ------------------
    Net cash used by operating activities                  (1,651,763)       (2,419)             (1,879,126)
                                                        --------------  -------------     ------------------

Investing activities
    Development of software                                (3,069,551)                           (3,069,552)
    Acquisition of furniture and equipment                   (392,046)                             (410,154)
                                                        --------------  -------------     ------------------
    Net cash used by investing activities                  (3,461,597)                           (3,479,706)
                                                        --------------  -------------     ------------------

Financing activities
    Deferred offering costs                                   (63,900)                              (63,900)
    Proceeds from issuance of common stock
        and warrants                                        5,890,702         4,000               6,016,833
    Payments from incurrence of notes payable                (120,750)
                                                        --------------  -------------     ------------------
    Net cash provided by financing activities               5,706,052         4,000               5,952,933
                                                        --------------  -------------     ------------------

Net increase in cash                                          592,692         1,581                 594,101

Cash at beginning of period                                     1,409             0                       0
                                                        --------------  -------------     ------------------

Cash at end of period $                                       594,101   $     1,581       $         594,101
                                                        ==============  =============     ==================
</TABLE>

Supplemental disclosures of cash flow information:

     During the year ended September 30, 2000, the Company  exchanged $22,000 of
     accrued  liabilities for $18,000 of convertible notes payable and $4,000 in
     satisfaction of stock subscriptions receivable.

     During the year ended September 30, 2000, the Company  exchanged $30,750 of
     accrued liabilities for $30,750 of convertible notes payable.





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

                                       F-5



<PAGE>


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

                      Consolidated Statements of Cash Flows




Supplemental disclosures of cash flow information (continued):

     During the period  ended  December  31, 2000,  the Company  issued  100,000
     shares of common stock for offering costs valued at fair market value.

     During the period ended March 31, 2001, the Company converted approximately
     $19,000 of notes payable into 38,206 shares of common stock.

     During the period ended March 31, 2001,  the Company  purchased  $11,580 of
     fixed assets in exchange for a payable.

     During the period ended March 31, 2001, the Company issued 50,000 shares of
     common stock  valued at $50,000 in exchange  for services  that the Company
     has capitalized in the development of software.

     During the period ended March 31, 2001,  the Company  issued 219,985 shares
     of common stock in exchange for subscription agreements totaling $219,985.

     During the period ended March 31, 2001, the Company  amortized  $124,564 of
     deferred offering costs in connection with the issuance of common stock.










                                      F-6


<PAGE>


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

                   Notes to Consolidated Financial Statements

              Three and Six Months Ended March 31, 2001 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                       through March 31, 2001 (Unaudited)



1.      Consolidated Financial Statements

In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations  for the three- and six-month  periods ended March 31, 2001 and 2000,
and the period September 8, 1999 (date of inception) through March 31, 2001, (b)
the  financial  position at March 31,  2001,  and (c) cash flows for the periods
ended  March 31,  2001 and  2000,  and the  period  September  8, 1999  (date of
inception) through March 31, 2001, 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,  2000.  The
results of  operations  for the  six-month  period  ended March 31, 2001 are not
necessarily indicative of those to be expected for the entire year.


2.      Going Concern

The accompanying  consolidated  financial statements have been prepared assuming
that the Company  will  continue as a going  concern.  However,  the Company has
sustained  substantial losses for the six-month periods ended March 31, 2001 and
2000 of approximately $1,261,000 and $296,000, respectively and has used cash in
operations of approximately  $1,652,000 for the six months ended March 31, 2001.
The Company  believes that its current  operations and cash balances will not be
sufficient to satisfy its current  antipated cash  requirements and that it will
need an additional  $1.5 million to fund its  operations for the next 12 months.
These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  These  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.


3.      Stock Warrants

As part of the private placement  memorandum,  several stockholders were granted
warrants to purchase a total of 1,602,125  shares of the Company's  common stock
at an  exercise  price  of $1.50  per  share.  These  options  may be  exercised
beginning January 2001 and expire in January 2003.


4.      Contingencies

The Company has sold stock to  investors in the state of  Pennsylvania  that may
have been  sold in  violation  of state  securities  laws.  The  Company  may be
required to refund the investors  their monies.  The maximum  amount the Company
could be required  to refund is  approximately  $442,000.  It is unknown at this
time  if the  Company  would  be  required  to  refund  monies  to any of  these
investors.






                                      F-7


<PAGE>



Item 2.     Management's Discussion and Analysis

General

     The Company sold 2,572,835  shares to one hundred ten (110) investors for a
total of  $2,572,835  between  January  1,  2001 and March  31,  2001.  For such
offering, the Company relied upon Section 4(2) of the Securities Act of 1933, as
amended (the "Act"),  Rule 506 of  Regulation D  promulgated  thereunder  ("Rule
506"),  Section  8-6-11 of the Alabama  Code,  Section  R14-4-126 of the Arizona
Code,  Section  25102.1 of the California  Code,  Section  36b-31-21b-9b  of the
Connecticut Code, Section 517.061(11) of the Florida Code, Section 10-5-9(13) of
the Georgia Code, Section 130.293 of the Illinois Code, Section 710 IAC1-13-6 of
the Indiana Code,  Section 17- 1270a of the Kansas Code,  Section 292.327 of the
Kentucky Code,  Section 11.602 of the Maryland  Code,  Section  402(b)(9) of the
Massachusetts  Code,  Section 80 A.15 Subd. 2(h) of the Minnesota Code,  Section
49:3-50(b)(9) of the New Jersey Code, Section 359(f)(2)(d) of the New York Code,
Section .1211. of the North Carolina Code,  Section 1707.03(x) of the Ohio Code,
Rule ###-##-#### of the Oregon Code,  Section 211(b) of the  Pennsylvania  Code,
Order 97018 for  Regulation  D Offerings  of the South  Carolina  Code,  Section
48-2-125, as interpreted by Rule 0780-4-2-.11 of the Tennessee Securities Act of
1980,  Section  109.13 of the Texas Code,  Section  4209a of the  Vermont  Code,
Section  21 VAC  5-40-120  of the  Virginia  Code,  Section  460-44A-506  of the
Washington Code and no state exemption to residents of Canada and Switzerland.

     The facts relied upon to make the Alabama Exemption  applicable include the
following:  (i) the  sale  was to not  more  than 10  persons  within a 12 month
period;  (ii) the issuer reasonably  believes that all buyers are purchasing for
investment  purposes  only;  (iii) the  issuer  makes a  reasonable  inquiry  to
determine if the purchaser is acquiring the securities for him or herself or for
other persons;  (iv) the issuer  provides  written  disclosure to each purchaser
prior to the sale that the securities have not been registered under the Act and
therefore,  cannot be resold unless they are registered  under the Act or unless
an  exemption  from  registration  is  available;  (v) a legend is placed on the
certificate  that states that the securities have not been registered  under the
act and  setting  forth  the  restrictions  on  transferability  and sale of the
securities;  (vi) no commission or other remuneration is paid for soliciting any
prospective buyer; (vii) no public advertisement or general solicitation is used
in  connection  with the issue;  (viii) the Company filed a completed SEC Form D
with the  Alabama  Securities  Division;  (ix) the  Company  executed a Form U-2
consent to service of process in the state of Alabama and (x) the  Company  paid
an appropriate filing fee to the Alabama Securities Commission.

     The facts relied upon to make the Arizona  Exemption  available include the
following: (i) shares were sold to less than thirty-five (35) persons; (ii) each
purchaser  who was not an  accredited  investor  either alone or with  purchaser
representative  had such  knowledge  and  experience  in financial  and business
matters  sufficient  to  evaluate  the  merits  and  risks  of  the  prospective
investment;  (iii)  the bad boy  provisions  of the rule  apply to  neither  the
Company nor its predecessors or affiliates;  and (iv) neither the issuer nor any
person  acting  on its  behalf  offered  or sold the  securities  by any form of
general solicitation or general  advertising;  (v) the Company filed a completed
SEC Form D with the  Arizona  Corporation  Commission  signed  by a person  duly
authorized by the issuer; (vi) the Forms were filed not later than 15 days after
the  first  sale  of the  securities  in  Arizona;  (vii)  the  Company  paid an
appropriate filing fee of $250.00 to the Arizona Corporation Commission.


                                       14

<PAGE>



     The facts relied upon to make the California  Exemption  available  include
the following:  (i) the Company filed a completed SEC Form D with the California
Department  of  Corporations;  (ii) the  Company  executed a Form U-2 consent to
service of process  in the state of  California;  (iii) the Forms were filed not
later than 15 days after the first sale of the securities in California; and (v)
the Company paid an appropriate filing fee.

     The facts relied upon to make the Connecticut exemption applicable, include
the  following:  (i)  the  aggregate  commission,   discount  or  other  similar
remuneration  paid or given directly or indirectly in connection  with the sale,
excluding  legal,  accounting and printing fees, did not exceed fifteen  percent
(15%) of the initial  offering price,  (15% of the initial  offering price means
15% of the number of securities  sold  multiplied by the offering price of those
securities) (ii) the issuer exercised  reasonable care to ensure compliance with
limitations  on  resale,  and (ii)  prior to the  first  sale of  securities  in
Connecticut, the issuer filed with the Connecticut commissioner, manually signed
notice on Form D, which notice  included an undertaking by the issuer to furnish
state securities  administrators,  upon their written request,  with information
furnished by the issuer to offerees,  consent to service of process on Form U-2,
the filing fee  proscribed  by the general  statutes and the name and address of
the person(s) who offered and sold the securities in Connecticut.

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

     The facts relied upon to make the Georgia  Exemption  available include the
following:  (i) the aggregate  number of persons  purchasing the Company's stock
during the 12 month period ending on the date of issuance did not exceed fifteen
(15)  persons;  (ii)  neither  the offer nor the sale of any of the  shares  was
accomplished by a public  solicitation or advertisement;  (iii) each certificate
contains a legend stating "These securities have been issued or sold in reliance
of paragraph (13) of Code Section  10-5-9 of the Georgia  Securities Act of 1973
and may not be sold or transferred except in a transaction which is exempt under
such act or pursuant to an effective registration under such act"; and (iv) each
purchaser executed a statement to the effect that the securities  purchased have
been purchased for investment purposes.  Offerings made pursuant to this section
of the Georgia Securities Act have no requirement for an offering  memorandum or
disclosure document.


                                       15

<PAGE>



     The facts relied upon to make the Illinois Exemption  available include the
following:  (i) the  Company  filed a  completed  SEC Form D with  the  Illinois
Securities  Department of the  Secretary of State;  and (ii) the Company paid an
appropriate filing fee to the Illinois Securities Department.

     The facts relied upon to make the Indiana  Exemption  available include the
following:  (i) the Company  submitted  a manually  signed SEC Form D, Notice of
Sale of Securities Pursuant to Regulation D with the Securities  Division;  (ii)
the form was filed no later than 15 days after the securities were first sold in
Indiana; (ii) for any sales made to nonaccredited investors, the issuer believed
that their  securities  are  suitable for  purchasers  or that  purchasers  have
sufficient  experience in financial matters; and (iii) the bad boy provisions of
the rule apply to neither the Company nor its predecessors or affiliates.

     The facts relied upon to make the Kansas  Exemption  available  include the
following:  (i) the transaction involved the offer or sale of securities made in
compliance with the federal securities act of 1933,  regulation D, rules 230.505
or 230.506 except  paragraph  (b)(2)(ii),  or both,  including any offer or sale
made  exempt  by  application  of Rule  508(a),  as made  effective  in  federal
securities act of 1933 release nos. 33-6389,  33-6663,  33-6758 and 33-6825, and
which  satisfied  the  conditions,   limitations,   and   requirements  of  this
regulation;  (ii) no commission,  finders fee, or other remuneration was paid or
given, directly or indirectly,  for soliciting any prospective purchaser,  or in
connection with the sale of securities in reliance on this exemption, unless the
recipient was  appropriately  registered in Kansas as a broker-dealer,  agent or
investment advisor;  (iii) none of the Company's  directors,  officers,  general
partners,  beneficial  owners of ten  percent  (10%) or more of any class of its
equity  securities,  any of its  promoters  currently  connected  with it in any
capacity,  or any person, other than a broker-dealer  currently registered under
K.S.A.  17-1254, who has been or will be paid or given,  directly or indirectly,
any  commission or similar  remuneration  for  solicitation  of any  prospective
purchaser  or in  connection  with  sales  of  securities  in  reliance  on this
regulation:  (a) has  filed a  registration  statement  which  is  subject  to a
currently effective stop order entered pursuant to any state law within five (5)
years prior to the commencement of the offering, (b) has been convicted,  within
five (5) years  prior to the  commencement  of the  offering,  of any  felony or
misdemeanor  in  connection  with the  purchase  or sale of any  security or any
felony  involving  fraud or  deceit  including,  but not  limited  to,  forgery,
embezzlement,  obtaining money under false  pretenses,  larceny or conspiracy to
defraud, (c) is currently subject to any state administrative order or judgement
entered by a state securities  administrator  within five (5) years prior to the
commencement of the offering or is subject to any state  administrative order or
judgement  in which  fraud or deceit  was found and the order of  judgement  was
entered within five (5) years prior to the commencement of the offering,  (d) is
currently subject to any state administrative order or judgement which prohibits
the use of any exemption from  registration  in connection  with the purchase or
sale of securities,  or (e) is subject to any order,  judgement or decree of any
court of competent  jurisdiction  temporarily  or  preliminarily  restraining or
enjoining,  or is  subject  to any  order,  judgement  or decree of any court of
competent  jurisdiction  entered within five (5) years prior to the commencement
of the offering permanently restraining or enjoining,  that person from engaging
in or continuing any conduct or practice in connection with the purchase or sale
of any security or involving the making of any false filing with any state, (iv)
the issuer filed a manually  signed notice on Form D not later than fifteen (15)
days after the first sale of  securities  in an  offering  under this  exemption
which contained an undertaking by the issuer to furnish the  commissioner,  upon
written request, the information furnished by the issuer to offerees.



                                       16

<PAGE>



     The facts relied upon to make the Kentucky Exemption  available include the
following:  (i) the  Company  filed a  completed  SEC Form D with  the  Kentucky
Department  of  Financial  Institutions;  (ii) the  Company  executed a Form U-2
consent to service  of  process in the state of  Kentucky;  (iii) the Forms were
filed not later than 15 days after the first sale of the securities in Kentucky;
and (iv) the Company paid an appropriate filing fee of $250.

     The facts relied upon to make the Maryland Exemption  available include the
following:  (i) the Company  submitted  a manually  signed SEC Form D, Notice of
Sale of Securities Pursuant to Regulation D with the Securities  Division;  (ii)
the form was filed no later than 15 days after the securities were first sold in
Maryland;  (iii) the Company submitted a Form U-2, Uniform Consent to Service of
Process, and a Form U-2A, Uniform Corporate Resolution  consenting to service of
process in Maryland;  (iv) the Company provided the Securities Division with the
date of the first sale of the securities in Maryland under the offering; (v) the
Company provided the Securities  Division with the name and CRD number,  if any,
of at least one  broker-dealer or issuer agent that will effect  transactions in
the  securities in Maryland;  and (vi) the Company paid the  appropriate  fee of
$100 to the State of Maryland.

     The facts relied upon to make the Massachusetts Exemption available include
the following: (i) the Company did not offer to more than twenty-five persons in
Massachusetts  during any period of twelve months;  (ii) the Company  reasonably
believed that all the buyers in  Massachusetts  were  purchasing for investment;
and (iii) the offer did not  involve  the  payment  of any  commission  or other
remuneration for soliciting any buyer in  Massachusetts,  therefore no notice to
the  secretary of state was  required to be filed;  (iv) a Form D was filed with
the  Commonwealth;  (v) a Form U-2  Consent to Service of Process was filed with
the Commonwealth and (vi) the appropriate fee was submitted to the Commonwealth.

     The facts relied upon to make the Minnesota Exemption available include the
following:  (i) bad boy  provisions  of the rule apply to the  Company;  (ii) no
commission or other  remuneration was paid for soliciting any prospective buyer;
(iii) the Company filed a completed SEC Form D with the Minnesota  Department of
Commerce  signed by a person duly  authorized  by the  issuer;  (iv) the Company
executed a Form U-2 consent to service of process in the state of Minnesota; (v)
the  Forms  were  filed  not later  than 15 days  after  the  first  sale of the
securities  in  Minnesota;  (vi) the Company paid an  appropriate  filing fee of
$50.00 to the Minnesota Department of Commerce.

     The facts relied upon to make the New Jersey  Exemption  available  include
the  following:  (i) the sale was to not more than ten (10)  persons  during any
period of twelve (12) consecutive  months;  (ii) the Company reasonably believed
that  all  buyers  purchased  for  investment;  (iii)  no  commission  or  other
remuneration  was paid for soliciting any prospective  buyer;  and (iv) the sale
was not offered or sold by general solicitation or any general advertisement.

     For purposes of Section  359(f)(2)(d)  of the New York Code, the facts upon
which the Company  relied  are:  (i) (i) the  securities  were sold in a limited
offering to not more than forty (40)  persons.  The Company filed a Form M-11 in
New York.

     The facts  relied  upon to make the North  Carolina  Exemption  include the
following:  (i) the Company filed a completed SEC Form D with the North Carolina
Department  of the  Secretary of State  Securities  Division;  (ii) the Form was
filed not later than fifteen (15) days after the first sale;

                                       17

<PAGE>



(iii) the Company  executed a Form U-2  consent to service of process;  and (iv)
the Company paid an appropriate filing fee of $75.

     The facts relied upon to make the Ohio Exemption include the following: (i)
the Company filed a completed  SEC Form D with the Ohio Division of  Securities;
(ii) the Company  executed a Form U-2 consent to service of process in the state
of Ohio;  (iii) the forms were filed not later than  fifteen (15) days after the
first sale of the securities in Ohio; and (iv)February 20, 2001 the Company paid
an appropriate filing fee of $100.

     The facts relied upon to make the Oregon Exemption  applicable  include the
following:  (i) the  Company  filed  a  completed  SEC  Form D with  the  Oregon
Department  of Consumer & Business  Services,  Division or Finance and Corporate
Securities;  (ii) the Form was filed not later than  fifteen (15) days after the
first sale;  and (iii) the Company paid an  appropriate  filing fee based on the
amount of the offering.

     The  facts  relied  upon to make the  Pennsylvania  Exemption  include  the
following:  (i) the Company filed a completed  SEC Form D with the  Pennsylvania
Securities  Commission,  Division of Corporate Finance;  (ii) the Form was filed
not later than  fifteen  (15) days after the first  sale;  and (iii) the Company
paid an appropriate filing fee.

     The facts  relied  upon to make the  South  Carolina  Exemption  applicable
include the  following:  (i) the Company  filed a completed  SEC Form D with the
South Carolina Attorney General; (ii) the Company executed a Form U-2 consent to
service of process  in the state of South  Carolina;  (iii) the forms were filed
not later than fifteen (15) days after the first sale of the securities in South
Carolina;  (iv) the Company provided the South Carolina  Attorney General a copy
of the information furnished by the Company to the offerees; and (v) the Company
paid an appropriate filing fee of $300.

     The facts relied upon to make the Tennessee  Exemption  applicable  include
the  following:  (i) the Company filed a completed SEC Form D with the Tennessee
Division of Securities; (ii) the Form was filed not later than fifteen (15) days
after the first  sale;  (iii) the Company  provided  the  Tennessee  Division of
Securities a copy of the  information  furnished by the Company to the offerees,
(iv) the Company executed a Form U-2 consent to service of process;  and (v) the
Company paid an appropriate filing fee.

     The facts relied upon to make the Texas  Exemption  applicable  include the
following:  (i) the Company  filed a  completed  SEC Form D with the Texas State
Securities Board; (ii) the Form was filed not later than fifteen (15) days after
the first sale;  (iii) the Company provided the State Securities Board a copy of
the  information  furnished  by the  Company to the  offerees,  (iv) the Company
executed a Form U-2 consent to service of process;  and (v) the Company  paid an
appropriate filing fee to the State Securities Administrator.

     The facts relied upon to make the Vermont Exemption  applicable include the
following:  (i) the  Company  filed a  completed  SEC  Form D with  the  Vermont
Department of Banking,  Insurance,  Securities and Health Care; (ii) the Company
executed a Form U-2 consent to service of process in the state of Vermont; (iii)
the forms were filed not later  than  fifteen  (15) days after the first sale of
the securities in Michigan; and (iv) the Company paid an appropriate filing fee.


                                       18

<PAGE>



     The facts relied upon to make the Virginia Exemption include the following:
(i) the  Company  filed a  completed  SEC  Form D with  the  Virginia  State  of
Corporation Commission; (ii) the Form was filed not later than 15 days after the
first sale; (iii) the Company executed a Form U-2 consent to service of process,
appointing  the  Clerk of the  State  Corporation  Commission  as its  agent for
service of process; and (iv) the Company paid an appropriate filing fee of $250.

     The  facts  relied  upon to  make  the  Washington  Exemption  include  the
following:  (i) the  Company  filed a completed  SEC Form D with the  Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed  not  later  than 15 days  after the  first  sale;  and (iii) the  Company
executed a Form U-2 consent to service of process,  and (iv) the Company paid an
appropriate filing fee of $300.00 to the Washington State Treasurer.

Discussion and Analysis

     Eighteen  (18)  months  ago,  the  management  of the  Company  developed a
strategic  plan of operation.  The strategic  plan consisted of a two (2) phases
blueprint to build and brand a Company,  targeting the mobile wireless industry.
Phase I of the plan focused on building a company through financing, building of
an  internal  infrastructure,  product  development  and proof of  technologies,
partnership development and external distribution networking. With this phase of
the plan  completed,  the  Company  has now  focused on to the next phase of its
strategic plan, continued evolution of products by development,  the positioning
of the Company through marketing and sales and continued infrastructure growth.

     In  order  to  accomplish  this  continued  growth,  it is the  opinion  of
management  that it  will  need  an  additional  $1.5  million  dollars,  from a
combination  of sales volume and  additional  equity  financing.  The additional
funds will enable the Company to continue to develop its products and expand its
markets.

     Management does not anticipate any additional  major capital  expenditures,
but  anticipates  an  additional,  thirty percent (30%) increase in the staffing
requirements for programming and technology development.

Results of  Operations  -For the Three and Six Months  Ending March 31, 2001 and
March 31, 2000

Financial Condition, Capital Resources and Liquidity

     For the six (6) months ended March 31, 2001 and 2000, the Company  recorded
no revenues and incurred operating costs and start up expenses of $1,261,352 and
$296,347,  respectively. The increase of $965,005 (326%) is due to the continued
expansion of the Company's  infrastructure for sales, marketing and distribution
of the mobile wireless application products.

     For the three  (3)  months  ended  March 31,  2001 and  2000,  the  Company
recorded no revenues  and  incurred  operating  costs and  start-up  expenses of
$878,819 and $125.923,  respectively.  The increase of $752,896 (598%) is due to
the  effect  of  the  Company   launching  its  Qxprint  [TM]  wireless  systems
application.


                                       19

<PAGE>



Net Loss

     The preceding factors combined to show an increase in the net loss totaling
$965,005  for the  six-months  period  ended  March 31,  2001 as compared to the
six-month  period  ended  March  31,  2000.  There was a net  operating  loss of
$1,261,352  for the six-month  period ended March 31, 2001, as compared to a net
loss of $296,347 for the comparable period in 2000.

     The preceding factors combined to show an increase in the net loss totaling
$752,896  for the  three-months  period  ended March 31, 2001 as compared to the
three-month  period  ended March 31,  2000.  There was a net  operating  loss of
$878,918 for the  three-month  period ended March 31, 2001, as compared to a net
loss of $125,923 for the comparable period in 2000.

Liquidity of Capital Resources

     The  Company  had working  capital of  $283,602  at March 31,  2001,  which
represented  an increase in working  capital of $609,930  from  working  capital
deficit of $326,328 at March 31, 2000.  The  increase in the working  capital is
due to the continued efforts of the Company in raising capital through a private
placement.

Operating Activities

     For the  six-months  ended  March  31,  2001,  net cash  used by  operating
activities  amounted to $1,651,763,  an increase from net cash used by operating
activities of $2,419 for the comparable period in 2000. This result is primarily
due to the financing operations.

Investment Activities

     For the six (6) months  ended March 31,  2001,  net cash used by  investing
activities  amounted to  $3,461,597  as  compared to net cash used by  investing
operations of $0 for the comparable period in 2000. The increase in cash used is
due to development of software and the acquisition of furniture and equipment.

Financing Activities

     The Company's  financing  activities  include proceeds from the issuance of
common stock and payments on notes payable.  Net cash of $5,706,052 was provided
by financing  activities for the six (6) months ended March 31, 2001 as compared
to net cash  provided by financing  activities  of $4,000 for the six (6) months
ended March 31, 2000.

Capital Resources

     At March 31, 2001, the Company does not have any material  commitments  for
capital expenditures other than for those expenditures  incurred in the ordinary
course of business.

     The Company believes that its current operations and cash balances will not
be sufficient to satisfy its current  anticipated  cash requirement for the next
twelve  (12)  months.  Additional  capital  will be  required  in  excess of the
Company's liquidity,  requiring it to raise additional capital through an equity
offering,  secured or unsecured debt financing.  The  availability of additional
capital

                                       20

<PAGE>



resources will depend on prevailing  market  conditions,  interest rates and the
existing financial position and results of operations of the Company.

Employees

     At March 31, 2001, the Company employed sixteen (16) persons. None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
continued product rollout to accommodate its needs.

Research and Development Plans

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

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations,  and other such matters are
forward-looking  statements.  These statements are based on certain  assumptions
and analyses made by the Company in light of its  experience  and its perception
of historical  trends,  current  conditions and expected future  developments as
well as other factors it believes are appropriate in the circumstances. However,
whether  actual  results  or  developments   will  conform  with  the  Company's
expectations and predictions is subject to a number of risks and  uncertainties,
general economic market and business conditions;  the business opportunities (or
lack  thereof)  that may be presented to and pursued by the Company;  changes in
laws or regulation;  and other factors,  most of which are beyond the control of
the Company.  Consequently,  all of the forward-looking  statements made in this
Form 10-QSB are  qualified by these  cautionary  statements  and there can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.

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

                                       21

<PAGE>



judgments against the Company.

Item 2. Changes in Securities and Use of Proceeds

     During the  six-months  period  ended March 31,  2001,  the Company  issued
50,000  shares of its common stock for services  rendered by  individuals.  This
stock was valued at its fair market value of $1.00 per share.  These shares were
not registered  under the Act and were issued in reliance upon an exemption from
registration  provided  by  Section  4(2) of the  Act,  Rule  506 and the  state
exemption from registration applicable to the recipient.

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 March 31, 2001,  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:

PART III

Item 1. Index to Exhibits

     The following exhibits are filed with this Quarterly Report:

<TABLE>
<CAPTION>
Exhibit No.                         Exhibit Name
-------------     -------------------------------------------------------------------------
<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.
</TABLE>


                                       22

<PAGE>

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

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

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

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

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

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

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

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

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

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.
---------------------------
</TABLE>



                                       23

<PAGE>



[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.

     (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.









                                       24

<PAGE>




                                   SIGNATURES



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



                             RDC International, Inc.
                                  (Registrant)


Date: May 10, 2001         By: /s/ John Harkola
                           -------------------------------------
                           John Harkola, Chairman and CEO

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

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

                           By: /s/ Donald F. Mintmire
                           -------------------------------------
                           Donald F. Mintmire, Director

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


                                       25

<PAGE>