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, 2002

Commission file no.  000-29639

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

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

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


                    Issuer's telephone number (941) 365-9955

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

                                                    Name of each exchange on
  Title of each class                                which registered

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


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

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

Copies of Communications Sent to:

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


<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, 2002, there were 16,464,847 shares of voting stock of the
registrant issued and outstanding.



<PAGE>



                                     PART I

Item 1. Financial Statements



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

                        Consolidated Financial Statements

         Three and Nine Months Ended June 30, 2002 and 2001 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                        through June 30, 2002 (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-6
    Notes to Consolidated Financial Statements............................F-7



<PAGE>


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

                           Consolidated Balance Sheet
                                  June 30, 2002
                                   (Unaudited)

<S>                                                                             <C>
Assets
Current assets:
    Cash                                                                        $       21,269
    Prepaid expenses and deposits                                                        8,783
                                                                                --------------
Total current assets                                                                    30,052
                                                                                --------------

Furniture and equipment, net of accumulated depreciation                               245,455
                                                                                --------------

Other assets:
    Software, net of accumulated amortization                                        1,819,739
    Other                                                                               16,016
                                                                                --------------
Total other assets                                                                   1,835,755
                                                                                --------------
                                                                                $    2,111,262
                                                                                ==============

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, trade                                                     $       74,230
    Accounts payable, related party                                                     36,384
    Note payable, related party                                                         50,000
    Convertible note payable, related party, net of unamortized
        discount of $66,667                                                             33,333
    Accrued payroll and payroll taxes                                                   78,408
    Other                                                                                7,015
                                                                                --------------
Total current liabilities                                                              279,370
                                                                                --------------

Stockholders' equity:
    Preferred stock; no par value; 10,000,000 shares authorized;
        zero shares issued and outstanding
    Common stock; $.0001 par value; 50,000,000 shares
        authorized; 16,464,847 shares issued and outstanding                             1,646
    Additional paid-in capital                                                       9,393,213
    Deferred offering costs                                                           (292,503)
    Deficit accumulated during development stage                                    (7,270,464)
                                                                                --------------
Total stockholders' equity                                                           1,831,892
                                                                                --------------
                                                                                $    2,111,262
                                                                                ==============
</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
                                                                                                  September 8, 1999
                                       Three Months Ended           Nine Months Ended            (Date of Inception)
                                            June 30,                     June 30,                     through
                                     -----------------------     -----------------------------       June 30,
                                       2002            2001        2002             2001               2002
                                     ----------------------------------------------------------------------------------
                                     (Unaudited)   (Unaudited)   (Unaudited)    (Unaudited)          (Unaudited)
<S>                                  <C>           <C>            <C>           <C>                <C>
Operating costs and start-up
    expenses                         $    917,405  $    922,370   $  2,744,322  $  2,183,722       $    7,070,191


Other income                               (1,032)       (6,960)        (2,566)       (6,960)              (9,722)


Other expenses                             37,909         5,080         51,590         5,080              209,995
                                     ----------------------------------------------------------------------------------


Net loss                             $   (954,282) $   (920,490)  $ (2,793,346) $ (2,181,842)      $   (7,270,464)
                                     ==================================================================================


Net loss per share                   $       (.06) $       (.07)  $       (.18) $       (.19)      $         (.67)
                                     ==================================================================================


Weighted average number
    of common shares                   16,270,342    13,037,291      15,403,258   11,447,474           10,806,261
                                     ==================================================================================
</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, 2002 (Unaudited)




                                                                           Common Stock                  Additional
                                                                 -------------------------------           Paid-In
                                                                    Shares           Amount                Capital
                                                                 --------------------------------------------------
<S>                                                               <C>                <C>               <C>
Balance, September 8, 1999 (date of inception)                              0        $         0       $          0
Net loss for the period
                                                                 --------------------------------------------------
Balance, September 30, 1999                                                 0                  0                  0
Issuance of common stock at $.01 per share,
    December 1999                                                   1,000,000             10,000
Capital contributions, December 1999                                                                          1,619
Collection of stock subscription, March 2000
Collection of stock subscription, June 2000
Acquisition of company                                              6,500,000                650             11,850
Recapitalization                                                   (1,000,000)           (10,000)            (2,500)
Net loss for the year
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, 2001 (Unaudited)



                                                                                                         Additional
                                                                           Common Stock                   Paid-In
                                                                --------------------------------
                                                                     Shares          Amount               Capital
                                                                ---------------------------------------------------
<S>                                                               <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                                                                                  (30,750)
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



                                                                    (30,750)
                                                (63,900)            (63,900)

                                                                  1,176,425

                                                                  1,176,425

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

                                                                    113,113

                                                                     36,887

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




                                      F-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, 2001 (Unaudited)



                                                                                                         Additional
                                                                           Common Stock                   Paid-In
                                                                --------------------------------
                                                                     Shares          Amount               Capital
                                                                ---------------------------------------------------
<S>                                                               <C>                 <C>              <C>
Deferred offering costs expensed, September 2001
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2001                                        13,361,666              1,336          6,758,293
Issuance of common stock and warrants at $1.00
    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                                                              (214,272)
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                                                                 (257,798)
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
Net loss for the period
                                                                 --------------------------------------------------
Balance, June 30, 2002 (unaudited)                                 16,464,847        $     1,646       $  9,393,213
                                                                 ==================================================
</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)
                                                214,272

                                                                    485,500

                                                                    485,700

                                                                     45,000
                                               (218,240)           (218,240)
                                                257,798
                                                                     54,119

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

                                                                     79,121

                                                                     20,879
     (2,793,346)                                                 (2,793,346)
---------------------------------------------------------------------------
$    (7,270,464)        $         0        $   (292,503)      $   1,831,892
===========================================================================
</TABLE>

                                      F-5


<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,
                                                              2002           2001                     2002
                                                          ---------------------------------------------------------
                                                           (Unaudited)     (Unaudited)            (Unaudited)
<S>                                                       <C>              <C>                 <C>
Operating activities
    Net loss                                              $  (2,793,346)   $  (2,181,842)      $   (7,270,464)
                                                          ---------------------------------------------------------
    Adjustments to reconcile net loss to net
        cash used by operating activities:
           Depreciation                                         123,950           78,717              241,446
           Write-off of deferred offering costs                                                       201,523
           Amortization of discount on notes
               payable                                           33,333                               183,333
           Amortization of software                             779,888          259,965            1,299,819
           (Increase) decrease in prepaids and
               other assets                                      (3,633)           2,384              (24,799)
           (Decrease) increase in accounts
               payable and accrued expenses                    (487,908)        (490,720)             275,686
                                                          ---------------------------------------------------------
    Total adjustments                                           445,630         (149,654)           2,177,008
                                                          ---------------------------------------------------------
    Net cash used by operating activities                    (2,347,716)      (2,331,496)          (5,093,456)
                                                          ---------------------------------------------------------

Investing activities
    Development of software                                                   (3,069,552)          (3,069,552)
    Acquisition of furniture and equipment                       (7,222)        (446,752)            (485,282)
                                                          ---------------------------------------------------------
    Net cash used by investing activities                        (7,222)      (3,516,304)          (3,554,834)
                                                          ---------------------------------------------------------

Financing activities
    Deferred offering costs                                    (553,649)         (63,900)            (617,548)
    Collection of stock subscription                                               1,500                1,500
    Proceeds from issuance of common stock
        and warrants                                          2,803,181        6,089,202            9,036,771
    Proceeds from issuance of notes payable                     128,483                               372,483
    Payments from incurrence of notes payable                    (3,000)        (120,750)            (123,647)
                                                          ---------------------------------------------------------
    Net cash provided by financing activities                 2,375,015        5,906,052            8,669,559
                                                          ---------------------------------------------------------

Net increase in cash                                             20,077           58,252              21,269

Cash at beginning of period                                       1,192            1,409
                                                          ---------------------------------------------------------

Cash at end of period                                    $       21,269    $      59,661       $      21,269
                                                         ==========================================================
</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.



<PAGE>


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

                      Consolidated Statements of Cash Flows




Supplemental disclosures of cash flow information (continued):

     During the period ended June 30, 2001, the Company issued 100,000 shares of
     common stock for offering costs valued at fair market value.

     During the period ended June 30, 2001, the Company converted  approximately
     $19,000 of notes payable into 38,206 shares of common stock.

     During the period ended June 30,  2001,  the Company  purchased  $11,614 of
fixed assets in exchange for a payable.

     During the period ended June 30, 2001,  the Company issued 50,000 shares of
     common stock  valued at $50,006 in exchange  for services  that the Company
     has capitalized in the development of software.

     During the period ended June 30, 2001,  the Company issued 19,985 shares of
     common stock in exchange for subscription agreements totaling $19,985.

     During the period ended June 30, 2001,  the Company  amortized  $124,564 of
     deferred offering costs in connection with the issuance of common stock.

     At June 30, 2002, accounts payable included $48,737 due for offering costs.

     During the period ended June 30, 2002,  the Company  amortized  $472,070 of
     deferred offering costs in connection with the issuance of common stock.

     During the period  ended June 30, 2002,  stockholders  forgave debt owed to
     them by the Company in the amount of $54,119.

     During the period ended June 30, 2002, the Company issued 300,000 shares of
     common stock in satisfaction of notes payable in the amount of $150,000.

     During the period ended June 30,  2002,  the Company  exchanged  $21,517 of
     accrued liabilities for $21,517 of convertible notes payable.

     During the period ended June 30, 2002,  the Company  recorded a discount on
     debt of $100,000  based on the fair value of the  associated  warrants  and
     beneficial conversion features.










                                      F-6


<PAGE>


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

                   Notes to Consolidated Financial Statements

         Three and Nine Months Ended June 30, 2002 and 2001 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                        through June 30, 2002 (Unaudited)



1.   Consolidated Financial Statements

In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations for the three- and  nine-month  periods ended June 30, 2002 and 2001,
and the period September 8, 1999 (date of inception)  through June 30, 2002, (b)
the financial  position at June 30, 2002,  and (c) cash flows for the nine-month
periods ended June 30, 2002 and 2001, and the period  September 8, 1999 (date of
inception) through June 30, 2002, have been made.

The  unaudited  consolidated  financial  statements  and notes are  presented as
permitted by Form 10-QSB. Accordingly,  certain information and note disclosures
normally included in consolidated  financial  statements  prepared in accordance
with accounting  principles  generally  accepted in the United States of America
have been omitted. The accompanying  consolidated financial statements and notes
should be read in conjunction with the audited consolidated financial statements
and notes of the Company  for the fiscal  year ended  September  30,  2001.  The
results of  operations  for the  nine-month  period  ended June 30, 2002 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 nine-month periods ended June 30, 2002 and
2001 of approximately $2,800,000 and $2,200,000, respectively, and has used cash
in operations  of  approximately  $2,300,000  for the nine months ended June 30,
2002.  The Company  believes that its current  operations and cash balances will
not be sufficient to satisfy its current  anticipated cash requirements and that
it will  need an  additional  $500,000  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.








                                      F-7


<PAGE>


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

                   Notes to Consolidated Financial Statements

         Three and Nine Months Ended June 30, 2002 and 2001 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                        through June 30, 2002 (Unaudited)



3.   Commitments

In  October  2001,  the  Company  entered  into an  agreement  with  Sprint  PCS
("Sprint") in which Sprint will place a line to the Company's  website on all of
its wireless handheld devices.  Under the terms of the contract,  the Company is
to pay Sprint 30  percent  of the gross  revenues  generated  from the  handheld
devices.  As of June 30, 2002, no revenues had been  generated from the handheld
devices and, therefore, no liability to Sprint has been incurred.


4.   Stock Warrants

At June 30, 2002, the Company had outstanding  warrants to purchase 3,014,625 of
the Company's  common stock at prices  ranging from $.25 to $1.50.  The warrants
became exercisable during 2001 and expire on various dates through 2004.


5.   Early Adoption of Recent Accounting Pronouncement

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No. 144 (SFAS No.  144),  "Accounting  for the
Impairment or Disposal of Long-Lived  Assets." SFAS No. 144 establishes a single
model for the impairment of long-lived  assets and broadens the  presentation of
discontinued  operations to include more disposal transactions.  SFAS No. 144 is
effective in fiscal years beginning after December 15, 2001, with early adoption
permitted.  The  Company  has  adopted  SFAS No. 144 as of  January 1, 2002.  No
reclassifications  of previously  issued  statements  presented for  comparative
purposes  are  necessary  to  reflect  application  of the  provisions  of  this
statement.  The  adoption  of SFAS No. 144 has not had a material  impact on the
Company's consolidated financial statements.





                                      F-8


<PAGE>


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

                   Notes to Consolidated Financial Statements

         Three and Nine Months Ended June 30, 2002 and 2001 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                        through June 30, 2002 (Unaudited)



6.   Subsequent Events

Subsequent to June 30, 2002,  the Company  signed a letter of intent to obtain a
guarantee of an unrelated company to put up $4,000,000 of investments to be used
as  collateral  in  obtaining a bank loan.  In exchange for the  guarantee,  the
Company will issue a 15 percent equity position to the guarantor  (approximately
2,470,000  shares of the Company's  common stock).  Upon final  execution of the
agreement,  the value of the  guarantee,  based on the  value of the  underlying
stock issued, will be recorded as an intangible asset and will be amortized over
the estimated duration of the available guarantee.

In  addition  to the stock  issued,  the  Company is also  obligated  to pay the
guarantor a one time flat fee of $80,000, as well as $37,000 per year in account
set-up and escrow fees, and a one percent annual  maintenance  fee, based on the
value of the collateral.









                                      F-9


<PAGE>


Item 2. Management's Discussion and Analysis

                                     General

     RDC International, Inc., a Florida corporation, of which Retrieval Dynamics
Corporation,  a Florida  corporation is a wholly owned subsidiary  (collectively
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").

     During the nine (9) months ended June 30, 2002,  the Company sold 2,803,181
shares  of  its  restricted   common  stock  to  forty-three  (43)  persons  for
$2,803,181.  For such  offering,  the  Company  relied  upon the 506  Exemption,
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 130.293 of the Illinois
Code,  Reg. 710  IAC1-13-6 of the Indiana Code,  Section  17-1270a of the Kansas
Code,  Section  1.602 of the Maryland  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, Section 401(b)(22) of
the Oklahoma Code,  Rule  ###-##-#### of the Oregon Code,  Section 211(b) of the
Pennsylvania  Code,  Section  7-11-402(18) of the Rhode Island Code, Order 97018
for  Regulation  D  Offerings  of the South  Carolina  Code and  Section  21 VAC
5-40-120 of the Virginia Code.

     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  fifteen  (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


<PAGE>


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

     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  applicable 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  fifteen  (15) days after the  securities  were
first sold in Indiana; (ii) for any sales made to non-accredited  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 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


<PAGE>


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.

     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 judgment
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
judgment  in which  fraud or deceit  was found  and the  order of  judgment  was
entered within five (5) years prior to the commencement of the offering,  (d) is
currently subject to any state  administrative order or judgment 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,  judgment or decree of any
court of competent  jurisdiction  temporarily  or  preliminarily  restraining or
enjoining,  or is  subject  to any  order,  judgment  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.


<PAGE>



     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  fifteen  (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.

     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  available
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;  (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  available  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 15 days
after the first sale of the  securities  in Ohio;  and (iv) the Company  paid an
appropriate filing fee of $100.

     The facts relied upon to make the Oklahoma Exemption  available include the
following:  (i) the Company filed notice on Form D with the state Administrator;
(ii)  consent to service of process in  Oklahoma;  and (iii) paid the  exemption
notification fee.

     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.


<PAGE>


     The facts relied upon to make the Pennsylvania  Exemption available 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  to make  the  Rhode  Island  exemption  available  include  the
following: (i) the offer or sale was made in reliance on the exemptions provided
by Rule 505 or 506 of  Regulation  D of the  Act;  (ii) no  commission  or other
remuneration  was  paid or  given  directly  or  indirectly  to any  person  for
soliciting  or  selling  to any person in Rhode  Island  except to persons  duly
registered  in Rhode  Island;  (iii) a Form U-2  Uniform  Consent  to Service of
Process,  notice  of  filing  on  Form  D and a fee of  $300  was  given  to the
Department  of Business  Regulation  ten (10) days prior to any sale in reliance
upon the exemption.

     The  facts  relied  upon to make the  South  Carolina  Exemption  available
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 Virginia Exemption  available 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 fifteen (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.

Subsequent to June 30, 2002,  the Company  signed a letter of intent to obtain a
guarantee of an unrelated company to put up $4,000,000 of investments to be used
as  collateral  in  obtaining a bank loan.  In exchange for the  guarantee,  the
Company will issue a 15 percent equity position to the guarantor  (approximately
2,470,000  shares of the Company's  common stock).  Upon final  execution of the
agreement,  the value of the  guarantee,  based on the  value of the  underlying
stock issued, will be recorded as an intangible asset and will be amortized over
the  estimated  duration of the  available  guarantee.  In addition to the stock
issued,  the Company is also  obligated to pay the guarantor a one time flat fee
of $80,000, as well as $37,000 per year in account set-up and escrow fees, and a
one percent annual maintenance fee, based on the value of the collateral.

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


<PAGE>


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.

Wireless Industry Overview

Introduction

     Data  communications  is the fastest growing segment of the  communications
industry.  The Internet,  in  particular,  has emerged as one (1) of the fastest
growing  communications  media  in  history  and is  dramatically  changing  how
businesses and individuals communicate and share information.

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

     Internet  services,  more  businesses  each quarter are opting for wireless
technology to meet their data and communication needs.

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

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

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


<PAGE>


Wireless data: basic types and applications

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

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

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

Batch-files - data base synchronization.

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

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

     The result has been dramatic growth in the market for cellular  telephones.
(For example, cellular telephone subscriptions have increased from just over two
million  (2,000,000)  to over sixty  million  (60,000,000)  in the last ten (10)
years. Many feel the wireless data industry is now poised for similar growth.)

Voice to data

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

     Barriers to entry for users are coming down. There are little, sleek, light
types of devices  available  to the  consumer,  network  infrastructures  are in
place,  network  operating  costs are going down,  all making it  economical  to
develop new services that make financial sense. With the Internet and intranets,
mobile users can access content that previously was not available.


<PAGE>


The wireless data marketplace includes the following classes:

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

     Carriers:  The carriers  are the phone  companies  which own the  networks.
These include:  Sprint,  AT&T, Verizon,  Alltel,  BellSouth,  Skytel, etc. These
companies all have  different  technologies  and different  standards  making it
extremely  difficult  to develop  applications  which  operate  on all  devices.
Because these companies are generally large and slow to adopt new  technologies,
a new middleware marketplace has recently opened up.

     Middleware: There are several companies which have developed platforms that
allow  developers  to  deliver  wireless  applications  to all of the  different
devices utilizing any of the carriers' networks. Most of these platforms are XML
driven.  They usually purchase a gateway or subscribe to the carrier's gateways.
These companies include: Retrevial,  Broadbeam, Air2Web, HiddenMind,  Everypath,
etc.

     Wireless  Application  Service  Providers:  This is one of the  largest and
fastest  growing  groups of Wireless data  companies.  These  companies  usually
license and resale each other's  applications,  host their own  applications and
provide  middleware  services  as well.  Many of the  middleware  companies  are
deeming  themselves  application  service  providers,  because  they host  other
companies'  applications.  Retrieval  fits in this  category  as well as  Aether
Systems, 724 Solutions, Everypath, Air2Web and many others.

     Wireless  Application   Developers:   These  are  the  companies  that  are
developing  wireless data applications.  This is by far the largest group in the
wireless  industry.  The  middleware  and  WASP's  are also  writing  their  own
applications.  Retrieval  is also  included in this  category.  Other  companies
include: Aether, Fusion One, @hand, Virtualtek, vVault, etc.

     Wireless Internet Service Providers (WISP's):  These are the companies that
provide wireless  internet  access.  There are two (2) different types - one (1)
provides  internet  access  to the  mobile  professional,  ie:  GoAmerica,  Wynd
Communications,  AT&T  and  other  CDPD  providers;  the  other  provides  fixed
"wireless" internet services, ie: Array Communications, Breakfree Wireless.

Adoptives for growth of Wireless data applications:

     The wireless  industry  must advance the  following  areas in order to make
data applications phone- centric:

1. Change the  paradigm  for wireless  data  applications  to suit the needs and
expectations  of the  mobile  user by  adopting  push  technology  in  place  of
browsing.



<PAGE>



2. Eliminate users' need to interactively  search for information by having them
set alerts that trigger  information to be pushed to them when their criteria is
met.  Alert  agents  can then  work on  behalf  of  users,  even  when  they are
disconnected.

3. Present only  information  relevant to users.  This  decreases  the amount of
information   they  have  to  read,  and  it  increases  its  value.  The  alert
notification only should contain the information that changed and/or the link to
the data.

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

     Beyond these  changes,  applications  need to be more  accessible by mobile
users.  They must gain access to Web sites without  having to type long Web site
names,  because  typing on a phone is difficult and  cumbersome.  Setting alerts
while  mobile  and  receiving   notifications   from   corporate   websites  and
applications will address all of these issues.

     Scores of alerts are likely to be set by individual mobile users to address
a variety of  circumstances,  including flight delays,  price  reductions,  sale
notifications,  inventory  changes and updated  job  orders.  Thus,  it's likely
alert-based  systems will enable mobile users to determine what information they
want delivered by setting alerts simply and quickly from their phones. This will
help eliminate form factor and other inherent  limitations of mobile phones that
have, to date, proved to be barriers to pervasive wireless data services use.

Wireless data transmission: how it works

Analog vs. digital

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

Digital

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

Session v. packet transmission

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


<PAGE>



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

Wireless data: apparatus types

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

PDAs:  Palm  Pilot,  Newton  ,  HandspringSmart  Phones:  Mitsubishi,  Ericsson,
Samsung, Nokia Communicator,  SonyHand-held  computers:  Hewlett Packard Two-way
pagers:  RIM,  SkytelAutomobile  applications:  Highway  MasterWireless  modems:
Sierra Wireless, NovAtel, 3Com

Wireless data: network infrastructures

     While the customer usually sees seamless and reliable  service,  behind the
scenes the wireless data industry is still working out the "kinks" in developing
and building data transmission networks and agreeing on standards and protocols.
There is more than one (1) competing  vision.  In the end, many experts  believe
that the growing  market for wireless  data will support  multiple  networks and
protocols and faster speeds.

Wired modem speeds

     Modem speeds started at 300 bits-per-second, progress rapidly through 1200,
2400, 4800, 9600, 14,400, 19,200, 28,800, 33,600 and now 56,600 bps or 56.6 Kbps
(kilobytes per second).  The current standard for dial-up services is 56.6 Kbps.
With the advent of broadband,  it is possible to provide  speeds from 128Kbps up
to 32Mbps (mega bytes per second).

Mobile-Data (M-Data)

     Mobile  commerce  or  m-commerce  is  anticipated  to be the next  business
revolution  in  the  wireless   industry.   Technology   fostering   easy-to-buy
environments  while  away from a home or office PC is  expected  to have a broad
appeal to the millions of users of Web-enabled handsets,  such as two-way pagers
with a Web browser,  Web-enabled  phones and assorted PDAs. While these wireless
handsets are currently being utilized to order consumer-type goods, e.g., books,
CDs, flowers,  m-commerce technology is also being utilized by corporate America
to buy goods and services for their organization's day-to-day business needs.

     Out of  them-commerce  revolution,  an  emerging  segment  has  appeared to
further  cater to the  needs of  business-to-business  m-commerce:  mobile  data
(m-data).  The  m-data  field is not a typical  commerce  site  where  goods and
purchases are sold.  Rather, it is about a technology that remotely controls the


<PAGE>


distribution of business data and documents. Companies are beginning to consider
m- data  technology  because they do not want to make the same mistakes that may
have  led them to  dispel  the  potential  of the  World  Wide Web when it first
arrived.

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

     Technological advances (such as digitalization,  data compression,  smaller
devices) and critical regulatory decisions (to license new spectrum for cellular
telephony and other new applications) have greatly increased the availability of
wireless  communications  while  reducing  costs.  The result has been  dramatic
growth in the market for cellular  telephones.  For example,  cellular telephone
subscriptions have increased from just over 2 million to more than 60 million in
the last 10 years.

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

Frost & Sullivan:

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

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

Gartner Group:

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

Cahners:

     By the end of 2002  virtually all wireless  phones will be pre-loaded  with
mini browsers and will be Internet enabled. Source: Cahners In-Sat Group, 1/2001

Red Herring:

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


<PAGE>



     Beyond  the  massive  numbers of  wireless  users is the  realization  that
corporations,  driven by fear of "perfect  competition" where neither buyers nor
sellers can effect  prices,  are looking to wireless  technology and m-data as a
strategic  weapon to give them a  competitive  advantage.  A report from Cahners
In-Stat Group estimates that by the year 2002, medium and large firms will spend
over $117 billion on wireless  equipment and services,  more than double the $54
billion they spent in 1998.

Seizing The M-Data Opportunity

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

Nine Opportunities That M-Data Delivers On:

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

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

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

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


<PAGE>


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

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

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

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

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

M-Data initiatives

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

     Change the paradigm for wireless  data  applications  to suit the needs and
expectations of the mobile user by developing an easy-to-use User Interface that
takes advantage of the capabilities of each device.

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

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

     Beyond these changes,  corporate applications need to be more accessible by
mobile  users.  The user must gain access to Web sites and  corporate  intranets
without  having to type long URL's,  because  typing on a phone is difficult and
cumbersome.  Setting bookmarks on the server side and pushing them to the mobile


<PAGE>


devices  can help reduce  this  burdensome  process.  When  accessing  corporate
applications  a device  id  script  on the  server  side can  reduce  levels  of
authentication and access time.

     Expect to see a number of initiatives in corporations mobilizing their most
commonly used  applications.  Some of these  applications will include ERP, CRM,
Accounting,  and Supply Chain Management. For example, consider the following: A
mobile sales professional carries only a mobile phone (no pager, no PDA, no PC).
While out of the  office,  a customer  would like to see what kind of  inventory
levels the sales  person's  company  has of a certain  product.  Basically,  the
mobile  phone acts as a remote  control  emulator  allowing the customer to view
actual inventory levels from his company's ERP application.

     With wireless data services,  the mobile professional can give accurate and
timely  information  to  their  customers,  review  current  data to make  quick
decisions,  and  stay  in  tune  with  corporate  affairs.  Alternatively,   the
professional would have to call the office to check the status of his request or
break out a laptop and hope to get a dial-up connection, which is time-consuming
and often not practical.

     By incorporating  certain push  technologies,  the professional on the road
could use an interface on the phone to locate the intranet site  containing  the
status of the order.  By viewing the parsed  list of  elements on the site,  the
executive  would set the trigger on the order status field  indicating  that any
change from "standard"  should cause a notification to be sent. The server agent
then would interrogate the selected Web content on the Web page continually.  If
there was no change to the order  status  field,  the agent  would  continue  to
monitor.  When  and if the  condition  was met,  the  phone  would  ring and the
salesperson  would be presented  with a text  message and a click-  through URL.
This would enable him or her to know immediately of any changes in the order.

     Scores of such alerts are likely to be set by  individual  mobile  users to
address a variety of circumstances,  including flight delays,  price reductions,
sale  notifications,  inventory  changes and updated job orders.  This will help
eliminate form factor and other inherent limitations of mobile phones that have,
to date, proved to be barriers to pervasive wireless data services use.

Educating the Enterprise to Go Mobile

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

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

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


<PAGE>



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

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

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

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

Retrieval Dynamics Solutions for Mobility

     The company provides, products, applications and custom solutions. Based on
the successful  development and launch of its existing  products the company has
formed a Professional Application Services Group.

     The Retrieval Dynamics  Professional  Application Services Group (Team RDC)
delivers wireless and internet integration into usable applications that enables
real-time information and data to enhance business processes.  The result to the
enterprise  is in new  customer  acquisition,  maintaining  existing  customers,
increasing  profit on  revenues,  and adding  new  channel  opportunities  to do
business.

     The Company's core  competencies  revolve around  providing  companies with
access to data. Data access can be achieved  through  multiple  channels such as
the internet, the PC, telephony and the wireless handheld device, RDC's approach
includes integrating all of these channels with the data source with the primary
focus on the wireless or mobile display and input of that data.

     Retrieval  Dynamics focus is centered  around mobile  technology to provide
business solutions that help SME's (small and medium sized enterprises)  achieve
a positive return on their  investment;  business  solutions that integrate with
legacy systems and core business processes;  and business solutions that harness
the unique  characteristics of mobile devices and technology to drive down costs
and deliver value regardless of location.

     Mobile solution  services range from  infrastructure,  back office,  supply
chain (SAP),  e- commerce,  purchasing,  operations,  resource  planning  (ERP),
inventory  (S&OP),   work-in-progress,   sales  (FFA),   customer   relationship
management  (CRM),  technical  support  and  the  total  enterprise  application
integration (EAI).


<PAGE>



     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 (5) 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


<PAGE>


the constraints of a wireless (or other) device.  By utilizing XML, the data and
business  logic can be separated  from how it is  presented.  A robust  wireless
solution  should also  include the ability to use other  interfaces  and formats
(such as HTML, JDBC, or SQL) to access data sources and create XML.

     Moreover,  the mobile application should be developed  utilizing a platform
that  leverages  the  existing  wireline  application  infrastructures  and  the
business  logic they embody.  This platform  architecture  should be designed to
accommodate  the  evolution  of existing  channels and  devices.  RDC's  HORIZON
platform includes a wireless application gateway that utilizes an XML conversion
from the data  sources by  rendering  it to the  wireless  devices via XSL style
sheets developed around a device's graphical specifications.

     The  HORIZON  Platform  and  the  RDC's  RAD3  (rapid  application  design,
development, and deployment) methodology can be used to create a wireless bridge
between  corporate  mobile  users  and   business-critical   and  time-sensitive
applications.  The  technology  can also be used to extend  existing  e-commerce
capabilities to business partners operating within a company's supply chain, and
target the benefits of these systems to a variety of non-PC mobile devices.  The
whole idea is to bring the customer  closer to the core business  process and in
doing so establish a comfort level that enhances the entire wireless transaction
experience.

     The companies current  application  offerings are Qxprint(TM),  DocLYNX(TM)
Lite for the Real Estate Professional, GoFigure(TM) , QxView and DocLYNX7(TM)

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


<PAGE>


out. It also is designed to free the individual from the frustrations of relying
on support staff with limited  hours and capacity.  And that means more time for
the  professional to spend on the road with their  customers,  and more results.
Qxprint allows the user to:

*    Store letters, agreement forms, contracts,  informational literature,  sell
     sheets,  brochures,  or any documents  important to a business in a private
     folder  in the  Qxprint  database,  along  with  a  directory  of  contacts
     including existing and potential customers.
*    Access your  Qxprint  virtual  desktop from any  Internet-enabled  wireless
     device.
*    Choose  documents  to be sent out and the  appropriate  contact to send the
     document  to.  Edits can be made to the  contact  directory  and  customize
     letter-formatted documents by merging contact information.
*    Choose  e-mail,  fax,  U.S.  Postal  Service  or Federal  Express  Priority
     Overnight delivery.
*    Receive confirmation of each transaction via e-mail.
*    Qxprint  registration  and the  uploading of the  documents  for storage is
     free. Users pay only for their transactions.

     Qxprint is our entry point into corporations.  By enticing companies to use
Qxprint, Retrieval Dynamics is offering a "risk-free" wireless solution that can
help educate mobile professionals and help the company position itself to extend
other  applications to their mobile workforce.  Retrieval  Dynamics thus becomes
the wireless expert that will help companies adopt m- data solutions.


DocLYNX(TM) Lite

     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


<PAGE>


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.

     DocLYNX Lite is a hosted  wireless  application  targeting  the real estate
professionals  namely  agents,  brokers,  and  appraisers.  DocLYNX  Lite  is an
extremely easy to use and powerful  application  that allows  portable access to
the MLS database with their 2-way pagers, cell phones, or wireless PDA's.

     This product,  DocLYNX Lite works with any e-mail or SMS enabled  device to
provide real-estate professionals real-time access to the MLS database.  Through
a 2-way  pager or SMS  phone,  the user can  e-mail an MLS  search  query to the
DocLYNX.com e-mail server which will parse the specific  information back to the
device in the form of an e-mail or text message. In this particular application,
RDC is the  application  service  provider  combining a web-based  interface and
e-mail parsing technology for the wireless device. The end-user,  in this case a
real estate  agent,  would visit the  www.doclynx.com  website and  register for
service.

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

     This  application  utilizes the  simplicity  of e-mail  protocols.  Passing
commands  through  e-mail or SMS  provides all the user  functionality.  After a
command  is  sent  from  the  pager  to the  DocLYNX  Lite  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 Lite 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 DocLYNX  Lite,  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.



<PAGE>



     A  relationship  with RIM (Research In Motion)  allows  Retrieval to bundle
DocLYNX Lite on the popular BlackBerry Handheld Wireless device.  Along with the
hardware,  Retrieval also offers network  connectivity through national carriers
such as VoceStream,  AT&T and others.  This  combination is being marketed under
the name "Mobile Listing Advantage".

GoFigure(TM)

     GoFigure  Enterprise  Edition  is a fully  integrated  mobile  sales  force
automation software  application designed to work on the new RIM BlackBerry 5810
handheld device. 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
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  Enterprise  Edition  solution is targeted at  manufacturing,
distribution, construction and service industries. GoFigure will be available in
June 2002 and will be sold in either an ASP solution or as an enterprise  server
package with an annual per seat license and maintenance fee.

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

Features:

*    Generate  a  sales  quotation  for a  specific  customer  that  can be sent
     real-time via fax oremail from the mobile device.
*    Check pricing and inventory on any product or part.
*    Calculate multiple items with a discount structure to quote a multi-product
     price.
*    Integrate  with supply chain  management  software to quote  lead-times and
     quantities of parts back-ordered.
*    Quote recall  functionality.  Previously created quotes can be accessed for
     reference on an as-needed basis.
*    View  company or product  wide sales  promotions.  Send  company or product
     literature via email or fax.
*    Sales  promotion  listing  alert.  Receive  instant  alerts  when new sales
     promotionsand special product offers are released to the field.


<PAGE>



Benefits:

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

QxView

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

Features:

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

Benefits:

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


DocLYNX7(TM)

     DocLYNX7(TM)  will  provide the mobile  professional  with a wireless  data
application  and/or  information  tool that is  capable  of  interfacing  with a
variety of networks,  operating  systems and platforms,  thereby  minimizing the
complexity associated with wireless networks.

     The DocLYNX7(TM) is a suite of vertically  specific,  but scalable services
bundled  in a client  application  with an  application  server  which  provides
wireless access to shared information. The DocLYNX7(TM) documentation is easy to
use,  having  been  written  by  writers  and  end-users  rather  than  software
designers.  DocLYNX7(TM) is explained in exceptionally  clear and understandable


<PAGE>



terms.  The key is the Company's  user-defined  interface.  The Company believes
that the mobile  professional has never had such  capabilities in an easy-to-use
tool.

     Many products on the market today can help  professionals  to perform their
jobs better. There are Personal Information Managers, schedulers,  collaboration
tools and any number of other  applications that could be of use, but few people
have the time and patience to learn how to use them.  Most people end up using a
fraction of what is available  and benefit from only a fraction of the functions
of those tools they do use.  Additionally,  people seldom learn their tools well
enough to use them together to help them most efficiently achieve their goals.

     DocLYNX7(TM) has addressed this problem by providing many useful tools in a
single,  simple,  integrated interface:  email,  calendar,  scheduling,  picture
capture and retrieval, forms processing, document warehousing, collaboration and
more, all from within the same interface and all just a click away.  This allows
the user to learn  one (1)  methodology  for  performing  several  tasks,  which
increases efficiency and effectiveness and reduces learning time. Each component
of  DocLYNX7(TM)  has been built to work with every other  component  to provide
seamless sharing of information and functionality between all components.

     Common tasks such as sending a document to a client or associate,  faxing a
proposal or listing a new property have been automated by the use of intelligent
wizards.  These wizards step the user through each phase of the process to allow
them to  accomplish  their  goals as  easily as  possible.  The  integration  of
technologies is what makes DocLYNX7(TM) unique in the technology marketplace.

DocLYNX7(TM)is still in development.

Competition

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

*    GoFigure: Indirect competitors: Siebel, Pivotal, SalesNet, SalesForce.com
*    DocLYNX Lite: PocketRealEstate.com, Supra Interlogix
*    Qxprint: File Fish, AirEight, XDrive, GoAmerica
*    QxView: Onset Technologies, Itrezzo, PrinterOn
*    Custom  Applications:   Aether  Systems,  Air2Web,  Everypath,   iAnywhere,
     Hiddenmind

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 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


<PAGE>



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 VoiceStream wireless network as well as resell other products
offered by VoiceStream.  These agreements create a "Virtual Sales Force" for RDC
with  hardware  leads  coming  from  RIM  and  development   leads  coming  from
VoiceStream.The Company is in the process of vertically positioning Qxprint as a
back office  tool which will  enable  clients to send  documents  from  wireless
devices in real-time  through  print,  fax or e-mail.  DocLYNX Lite for the real
estate  professional,  having  been  launched in October  2001,  is in the early
stages of marketing.  GoFigureis  being marketed as a CRM  application to select
enterprises.  QxView will be offered in third quarter,  2002. DocLYNX7, is still
in development as a 3G (third generation)  software.  It will provide the mobile
professional a data  application and information  tool,  bundled with vertically
specific functionality offering a complete wireless solutions for their business
needs.  The Company seeks to maximize its recurring  revenue stream initially by
extending its eWASP(TM)  services to a variety of professional  vertical markets
and custom  wireless  application  development.  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 DocLYNXLite for the real estate professional
*    maintain Qxprint as a horizontal  wireless  application  marketed to mobile
     sales professionals
*    develop niche vertical markets for Qxprint and GoFigure enterprise editions
*    pursue  marketing  opportunities  which  allow the  Company to develop  the
     market presence needed to support sales goals and to attract  developers of
     new products and services
*    maintain  and  strengthen   strategic   relationships  with  suppliers  and
     customers
*    focus on providing quality products, applications and services, in addition
     to support and development after the sale
*    utilize  expertise  in  management  to deliver  products  and services in a
     timely manner, control costs and manage budgets
*    pursue  selective  partnerships  to  expand  the  Company's   capabilities,
     products and services

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

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


<PAGE>



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

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

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

Marketing and Distribution

     The  integration of wireless  networks with the Internet  combined with the
convergence of "smart" mobile devices incorporating  newly-designed web browsers
and  operating  systems  that  will  accommodate  third-party   applications  is
anticipated to drastically  change the way people around the world conduct their
businesses  and  utilize  their  leisure  time.  The  strongest  user demand for
wireless  Internet  services comes from three (3) categories:  e-mail messaging,
World Wide Web browsing,  and pull content (also known as Web clipping).  Of the
three,  e-mail  messaging is the most critical.  Workers rely on e-mail and want
access to it all the time, even when they don't have access to a phone jack.

     Other popular  applications  for the mobile  professional  include document
retrieval,  print and fax on demand,  voice recognition,  video conferencing and
personal information  management.  Vendors have developed new portable computing
devices at breakneck  speed.  Wireless data currently  allows customer  service,
sales executives and other members of the team to perform where customer demands
dictate and with minimal restriction.  This should be a key revenue producer for
companies  with one hundred (100) or more  employees  and should  provide a wide
marketing opportunity for wireless equipment,  wireless applications development
and wireless services.

     Today's wireless data transmission  rates of 9.6 Kbps and 14.4 Kbps are too
slow for most users when dealing with e-mail attachments such as word processing
and  spreadsheet   documents.   Slow  speed  isn't  the  only  barrier  to  user
satisfaction.  Many of the portable  devices  available today such as pagers and
palmtop computers cannot accommodate  viewing  attachments due to a small screen
size.

     As with any  emerging  market,  companies  are  scrambling  to offer  their
solutions.  Such business models that currently  exist in the wireless  industry


<PAGE>


include  wireless  Internet  service  providers,  wireless  application  service
providers, and wireless applications developers. WISPs include Sprint PCS, AT&T,
GoAmerica,  Palm,  and Verizon  (Bell  Atlantic and  Vodaphone's  joint  venture
company).  WASPs include Aether Systems,  Geoworks,  and Retrieval.  Application
Developers include Microsoft, Phone.com, Aether and Retrieval.

     Retrieval  Dynamics  Corporation's  marketing  plan is to  provide  a total
solution  to the mobile  professional.  The Company is  positioning  itself as a
vertical centered Wireless Product, 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 2002,  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.

     DocLYNX  Lite for the real estate  professional  is target  marketed to MLS
(multi-listing services) and 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.  Once agreements are in place the company
will partner with each MLS source to market directly to the realtor.

     There are  approximately  750,000 active real estate  professionals  in the
United  States today.  Retrieval is targeting  DocLYNX Lite to the largest MLS's
through  a  program  called  "Multi  Listing  Advantage"  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 and channel partners.

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

Keys to meeting our strategic marketing objectives include the following:

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


<PAGE>



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
DocLYNX7,GoFigure   and  Qxprint  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  DocLYNX,  Qxprint,  QxView and
GoFigurebrands  through  enhanced  sales and marketing  promotions:  The Company
intends to be aggressive in its marketing mix by promoting the DocLYNX, Qxprint,
QxView and GoFigure brands as well as its HORIZON platform.  The Company intends
to target DocLYNX7 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


<PAGE>


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.

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.


<PAGE>


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.

     VoiceStream  Wireless  Corp.  is Based in  Bellevue,  WA,  and is a leading
provider of digital wireless  communications in the United States with 7 million
subscribers.  VoiceStream has experienced significant growth over the past year,
VoiceStream  and its  affiliates  now offer service in 20 of the top 25 wireless
markets.  VoiceStream  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.  VoiceStream
is the only  U.S.  wireless  telecommunications  provider  with a  national  GSM
wireless  technology  network,  which gives  customers the choice of using their
VoiceStream   number  when  traveling   internationally   and  supports  roaming
capabilities for other GSM customers traveling to the United States. VoiceStream
operates on the business  proposition  of providing  customers the best value in
wireless  service.  "GET MORE" is VoiceStream'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 VoiceStream

     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.

     idrive has developed the world's first software infrastructure platform for
network  storage  -  an  intelligent  file  management,   content  delivery  and
information management system for communications services. Idrive enables access
to files  from any PC or mobile  device,  offers  peer-  to-peer  file  sharing,
message  integration,  content  collection  and  management  tools,  application
development  through an open API,  and  Metadata  mining  and a  personalization
engine.  With a Letter of Intent  contract  in place,  they  bring to  Retrieval
Dynamics  Corporation   established   scalability  for  storage  and  integrated


<PAGE>


applications.   Retrieval   Dynamics   Corporation   will   benefit   from  this
relationship,  as idrive has current working  relationships with NTT DOCOMO (the
largest    Japanese    wireless   network   company   and   the   company   that
telecommunications  companies  globally  are  trying to emulate  their  business
model).  This  relationship  to NTT DOCOMO will help us enter the tough Japanese
marketplace  and  target the 2  million-plus  customer  base.  Since NTT is also
connected with AT&T,  current  negotiations  are going on to implement  idrive's
storage solution that will include Retrieval Dynamics  Corporation's  QxprintTM.
Therefore,  this alliance should provide a significant customer base of nearly 3
million  potential  subscribers  to  QxprintTM.  iBackOffice  is a  provider  of
outsourced services to the mobile Internet market. Armed with several decades of
experience in the wireless,  outsourced customer  relationship  management (CRM)
and the offshore IT services industries, the company is positioned to become the
leading provider of technical support services for the mobile CRM segment.

     Arch  Wireless is a leading  provider of two-way  narrow band wireless data
solutions that provide the ability to stay connected to the information you need
from  virtually  anywhere  life takes you in the  United  States.  The  existing
nationwide  infrastructure  of  wireless  towers  makes Arch  Wireless  the best
connected of all network  carriers.  Their  innovative  services  span  wireless
e-mail  and  instant  text  messaging  to  mobile  Internet  access  and  custom
end-to-end enterprise solutions.  With an advanced network providing exceptional
coverage,  Arch Wireless  enables millions of people and thousands of businesses
to take full advantage of our increasingly wireless world. Arch Wireless has the
largest existing customer base at 13 million subscribers.  This potential market
represents  a  significant  potential  subscriber-base  for  Retrieval  Dynamics
Corporation  developed  niche  applications.  Arch works with their customers to
develop a two-way wireless data solutions that will make mobile  workforces more
efficient and accessible and their business more productive.  Retrieval Dynamics
Corporation currently has a Letter of Intent to develop a target application for
the Real Estate market. In so doing, Arch will have a new application to take to
their  potential  customer base on a nationwide  basis.  Their 7 thousand  sales
people will be promoting this niche application nationwide,  thus allowing us to
leverage  our  wireless  applications.   This  partnership  will  lead  to  more
innovative  applications and a stronger alliance with one of the nations biggest
messaging companies.

     iBackOffice  is a provider of  outsourced  services to the mobile  Internet
market.  Armed with several  decades of experience  in the wireless,  outsourced
customer relationship  management (CRM) and the offshore IT services industries,
the company is  positioned to become the leading  provider of technical  support
services for the mobile CRM segment.  Teaming up with  iBackOffice  and having a
contract in place gives  Retrieval  Dynamics  Corporation the ability to provide
proven  reliable  24/7 customer  service.  This will be critical when building a
customer base then building credibility for new and existing applications.

     MethodFactory  is a  software  design,  development  and  integration  firm
specializing  in the  delivery  of  technology  based  solutions  to  real-world
business  challenges.  They utilize a proven  methodology to integrate  existing
business   processes  and  systems  with  technology   solutions  that  increase


<PAGE>



efficiency, reduce overhead and maximize your ability to better communicate with
your business partners and customers.  There has been a great  relationship with
MethodFactory,  since the initial development of Qxprint, as they were strategic
developers for the web interface.  The continued  relationship  has lead to them
being an integral part of our out-sourced  services.  Current  negotiations  are
underway to provide  website  hosting for them and their  customers,  which will
provide a base for our WASP.  It will also help in capacity  utilization  of the
existing Retrieval Dynamics Corporation facilities.

     Clickshare  delivers  one-click,  one-registration,   one-bill  information
management  for  publishers  and users  Having  Retrieval  Dynamics'  innovative
document delivery service as part of their network increases Clickshare's appeal
to wireless  carriers  and mobile users who not only want to be able to purchase
information  easily,  but send it  easily  as well.  Until  the  agreement  with
Clickshare,  Qxprint  subscribers  paid for delivery  services on a per-document
basis by  registering  their credit card  information  on the Qxprint site or by
calling Qxprint customer service.  Now, in addition,  subscribers may choose the
option of just using their Clickshare-enabled  account at a carrier or Web site,
applying the purchase to a credit card,  wireless or phone bill, bank account or
other credit or debit facility.  Subscribers receive one monthly bill from their
Clickshare  provider.  This agreement also offers wireless carriers a simple way
to integrate Qxprint with their legacy billing systems.

     PrinterOn  provides simple and secure Internet printing solutions that help
you communicate  smarter,  faster,  better than ever before.  With this alliance
(Letter  of Intent)  subscribers  of Qxprint  can send your  documents  from any
computer or wireless  Internet-enabled  device to  virtually  any printer in the
world.  Thus, this alliance provides a broader range of user options of Qxprint.
Since  PrinterOn is  headquartered  in Canada,  it provides an entry vehicle for
Retrieval Dynamics  Corporation to enter the wireless  application market place,
which enhances the globalization of the company and product-line.

     PointBase provides database products on Java platforms. Their technology is
specifically designed for mobile computing  applications based upon the J2ME(TM)
and J2SE(TM) architectures providing a pure Java(TM),  small footprint <45k (for
the J2ME platform),  database.  Applications running on a wide range of Internet
appliances  and smart  devices  can now  persist  and  manipulate  data  using a
platform independent, standards-based relational database. PointBase, the leader
in application  database technology based on the Java(TM) Platform,  manages and
synchronizes  enterprise  data  beyond  the  firewall.  They  also  enable  Java
developers   to  create   multi-threaded   database   solutions   that  function
autonomously on server,  server  appliances,  mobile and occasionally  connected
devices.  The Company is currently in negotiations to finalize an agreement with
their  database  applications  will become an integral  component to the Qxprint
platform for the  enterprise.  This should enable  Qxprint to offer  information
accessed from a database to be accessed and  transmitted  to a specific  contact
from a wireless device. It should also allow for a  print-on-demand  copy of the


<PAGE>



database  information that is controlled through Qxprint from a wireless device.
PointBase also brings strategic contact for Retrieval Dynamics  Corporation,  as
their founder was one of the co-founders of Oracle.  This will be leveraged into
strategic wireless development applications.

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

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

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

     The  SARASOTA  ASSOCIATION  OF  REALTORS(R),  INC.  is a trade  association
representing nearly 2100 REALTORS(R) in Sarasota and Sarasota County. As members
of organized real estate,  REALTORS(R)  subscribe to a strict code of ethics and
have access to numerous services and programs to enhance their  professionalism.
Educational  programs and seminars help members gain new skills and professional


<PAGE>



designations. Regular meetings provide opportunities for networking. In addition
to these  programs,  the SARASOTA  ASSOCIATION  OF REALTORS(R)  INC.  offers its
members a variety of business tools -- from the Multiple Listing Service, market
statistics, and publications with current real estate information to training in
cutting-edge   technology.   Retrieval  Dynamics  Corporation  has  joined  this
organization  to  help  in its  development  of the  Real  Estate  DocLYNX  Lite
application.  It is critical to understand  the  inner-workings  of the Board of
Realtors,  therefore this organization provides an entry into the activities and
database  for  future  up-  selling  opportunities  and  development.  Retrieval
Dynamics  currently has an agreement  with SARASOTA  ASSOCIATION  OF REALTORS(R)
INC. to access property information.

     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.

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

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

     Openwave is the world's largest provider of mobile Internet software backed
by industry-  leading  Customer  Services.  They provide  Communication  Service
Providers (CSPs),  including  wireless and wireline  carriers,  Internet Service
Providers (ISPs), portals, and broadband providers worldwide,  with the software


<PAGE>


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.

     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, 2001 and
June 30, 2002

Revenues

     Revenues for the nine months ended June 30, 2002 and June 30, 2001 were $0.
The company has faced  continued  delays in the  releasing  of the new  products
which were  designed  for use with the new RIM  equipment.  Despite  the lack of
significant revenues,  the company is continuing its launch of the new products.
Through  the nine  months (9) ended June 30,  2002,  the  company has netted any
revenues  earned  against  development  expenses.  For the period ended June 30,
2002, the figure approximates $8,000.

Operating Losses and Startup Expenses

     Operating  losses for the nine months  ended June 30, 2002 were  $2,793,842
compared to losses of  $2,181,842  for the same period ended June 30, 2001.  The
increase of $611,504  (22%) is  primarily  due to the  amortization  of deferred
development  costs of $519,925  and an increase in the cost of  advertising  and
marketing, along with the cost of exhibiting at national and international trade
shows.

     Operating  losses  for the  three  months  (3) ended  June 30,  2002 were $
954,282 compared to $920,490 for June 30, 2001. The increase in operating losses
for the quarter,  $33,792, is the result of an aggressive  marketing campaign in
the launch of the RIM product line.

Assets and Liabilities

     At June 30, 2002 assets were $2,111,262 compared to $3,335,973 for the same
period end June 30, 2001.  Assets consisted  primarily of Property and Equipment
and Software  Development Costs. The decrease in the asset value is entirely due
to the depreciation and amortization of the assets. Liabilities were $279,370 at
period end June 30,  2002  compared to  $256,986  for the period  ended June 30,
2001.  Liabilities  consisted  of  accounts  payable to  shareholders  and notes
payable,  with accrued  interest.  The increase in the liabilities is due to the
increase in amounts owed to shareholders.


<PAGE>



Stockholders' Equity

     Stockholders'  equity  was  $1,831,892  as of June  30,  2002  compared  to
$3,078,987 as of June 30, 2001.

Liquidity of Capital Resources

     At June 30,  2002 the  company  had  negative  working  capital  of $33,915
compared to $140,772 for the period ended June 30, 2001.The  decrease in working
capital  is a result of the  continued  efforts to build an  infrastructure  for
marketing, advertising and distribution.

Operating Activities

     For the nine (9) months ended June 30, 2002, net cash used by the operating
activities  was$2,347,716  compared to $2,331,496  for the period ended June 30,
2001.  The launch of the new product line,  development  of new products and the
high  marketing  and  advertising  costs  effected  operations  activities by an
increasing costs by $320,259.

Financing Activities

     For the nine (9) months ended June 30, 2002, the company  issued  3,103,181
in Common Stock (restricted) for which the company received  $2,406,282,  net of
offering costs of $546,899.  All funds were used as working  capital to continue
research  and  development  activities  and  the  launching  of  two  additional
products, DocLynxLite and Go Figure.

     In July 2001, the Company  executed two (2)  convertible  notes in favor of
Robert and Nancy Zivitz, joint tenants, in the principal amounts of $100,000 and
$50,000.  The notes bear interest at a rate of ten percent (10%) per annum.  The
notes matured on September 30, 2001. At maturity, the holder had the option to:
     i) request repayment of all principal and interest, (ii) convert all of the
     principle  and/or the  interest  into  shares of the  Company's  restricted
     common  stock at a price equal to fifty cents  ($0.50) per share,  or (iii)
     request  that the  Company  convert  a fixed  amount of the  principal  and
     interest due to lender,  into the Company's  restricted  common  stock.  To
     date,  no election  has been made by the  lenders.  Robert and Nancy Zivitz
     issued an extension of the maturity  date of the  principle and interest on
     each  note  to June  30,  2002.  The  notes  and  accrued  interest  remain
     outstanding. In May, 2002, Robert and Nancy Zivitz, converted the principal
     amounts of the notes,  $100,000  and  $50,000,  respectively,  into 300,000
     shares of restricted  common stock of the company.  The interest accrued on
     the notes,  approximated  $23,000 and an additional  $77,000 were received,
     for which a subsequent note was issued, in the amount of $100,000.

     In June, 2002 an officer and  shareholder of the corporation  issuec a note
to the  company in the  amount of  $50,000,  payable  on demand,  with an annual
interest rate of eight (8%) percent. The note carries no conversion privileges.



<PAGE>



Employees

     At June 30, 2002, the Company employed thirteen (13) persons. None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
continued product rollout to accommodate its needs.

Research and Development Plans

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

Forward-Looking Statements

     Certain  statements  contained in this annual  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

     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.



<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

None.

Item 3. Defaults in Senior Securities

None.

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

     No matter was submitted during the quarter ending June 30, 2002, covered by
this report to a vote of the Company's shareholders, through the solicitation of
proxies or otherwise.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

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


<PAGE>

                                    PART III

Item 1. Index to Exhibits

The following exhibits are filed with this Quarterly Report:

<TABLE>
<CAPTION>
Exhibit
Number            Description
-------------------------------------------------------------------------
<S>      <C>      <C>
3.(i).1  [1]      Articles of Incorporation of Lautrec, Inc. filed September 18, 1995.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>


<TABLE>
<S>      <C>      <C>
10.2     [4]      Employment Agreement between Retrieval Dynamics Corporation and Anthony
                  Cella dated March 1, 2000.

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

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

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

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

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

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

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

10.10     *       Equity Financing Agreement between the Company and Unicorn Capital
                  Investments Limited and related documents.

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

99.1      *       Sarbanes-Oxley Certification by Chief Executive Officer.

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


<PAGE>


* 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.

     (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.




<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 9, 2002          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

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

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