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

                                   Form 10-QSB

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


For the quarter ended December 31, 2003


Commission file no.  000-29639

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

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

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


Issuer's telephone number (941) 365-9955


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

                                                    Name of each exchange on
  Title of each class                                which registered

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


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

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

Copies of Communications Sent to:

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


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

Yes [X]   No [_]


As of December 31,  2003,  there were  20,325,439  shares of voting stock of the
registrant issued and outstanding.


<PAGE>

                                     PART I

Item 1. Financial Statements


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


                        Consolidated Financial Statements


              As of December 31, 2003 (Unaudited), the Three Months
                  Ended December 31, 2003 and 2002 (Unaudited),
              and the Period September 8, 1999 (Date of Inception)
                      through December 31, 2003 (Unaudited)





                                    Contents


Consolidated Financial Statements:

    Consolidated Balance Sheet...............................................F-1
    Consolidated Statements of Operations....................................F-2
    Consolidated Statements of Changes in Stockholders' Deficit..............F-3
    Consolidated Statements of Cash Flows...................................F-15
    Notes to Consolidated Financial Statements..............................F-17









<PAGE>


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

                           Consolidated Balance Sheet

                                December 31, 2003
                                   (Unaudited)

<S>                                                                             <C>
Assets
Current assets:
    Cash                                                                        $         29,642
    Prepaid expenses and other current assets                                             29,650
                                                                                ----------------
Total current assets                                                                      59,292
                                                                                ----------------

Furniture and equipment, net of accumulated depreciation                                  15,210
                                                                                ----------------

Other assets:
    Software, net of accumulated amortization                                            259,963
    Other                                                                                 16,016
                                                                                ----------------
Total other assets                                                                       275,979
                                                                                ----------------
                                                                                $        350,481
                                                                                ================

Liabilities and Stockholders' Deficit
Current liabilities:
    Accounts payable, trade                                                     $        236,196
    Notes payable, stockholders and related party                                        273,380
    Convertible notes payable, stockholders, net of unamortized
        discount of $119,097                                                              35,903
    Accrued payroll and payroll taxes                                                    339,652
    Other accrued expenses                                                                14,931
                                                                                ----------------
Total current liabilities                                                                900,062
                                                                                ----------------

Stockholders' deficit:
    Preferred stock; no par value; 10,000,000 shares authorized;
        zero shares issued and outstanding
    Common stock; $.0001 par value; 50,000,000 shares
        authorized; 20,325,439 shares issued and outstanding                               2,032
    Additional paid-in capital                                                        12,557,658
    Deficit accumulated during development stage                                     (12,823,271)
    Unearned compensation                                                               (286,000)
                                                                                ----------------
Total stockholders' deficit                                                             (549,581)
                                                                                ----------------

                                                                                $        350,481
                                                                                ================
</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,
                                                        Three Months Ended                      1999 (Date of
                                                              December 31,                   Inception) through
                                                   ---------------------------------             December 31,
                                                         2003               2002                        2003
                                                   ------------------------------------------------------------
                                                   (Unaudited)         (Unaudited)                  (Unaudited)
<S>                                                <C>                 <C>                    <C>
Sales                                              $        3,953      $       2,233          $         34,193

Cost of sales                                               6,410              1,636                    31,223
                                                   ------------------------------------------------------------

Gross profit                                               (2,457)               597                     2,970

Operating costs and start-up expenses                     823,513            764,823                12,043,726
                                                   ------------------------------------------------------------

Net loss from operations                                 (825,970)          (764,226)              (12,040,756)

Other income                                                                                            10,319

Interest expense                                          (54,371)           (86,086)                 (792,834)
                                                   ------------------------------------------------------------

Net loss                                           $     (880,341)     $    (850,312)         $    (12,823,271)
                                                   ============================================================

Net loss per share                                 $         (.04)     $        (.05)         $           (.96)
                                                   ============================================================

Weighted average number of
    common shares                                      20,238,598         16,517,054                13,302,672
                                                   ============================================================
</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

                Three Months Ended December 31, 2003 (Unaudited)
                and Period September 8, 1999 (Date of Inception)
                      through December 31, 2003 (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 for services at $.0001
    per share, July 2000                                              120,000                 12
Issuance of common stock for cash at $1 per share,
    July 2000                                                          15,000                  1             14,999
Issuance of common stock for cash at $1 per share,
    August 2000                                                       100,000                 10             99,990
Issuance of common stock for cash at $1 per share,
    September 2000                                                      5,000                  1              4,999
Issuance of stock for services at $1 per share,
    September 2000                                                    100,000                 10             99,990
Intrinsic value of beneficial conversion feature of
    convertible debt, September 2000                                                                         30,750
                                                                 --------------------------------------------------
Balance, September 30, 2000                                         6,840,000                684            261,697
Issuance of common stock at $1 per share for stock
    subscription, November 2000                                       189,080                 20            189,060
</TABLE>


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

                                      F-3


<PAGE>








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

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

                                                                                                 12

                                                                                             15,000

                                                                                            100,000

                                                                                              5,000

                                               (100,000)

                                                                                             30,750
---------------------------------------------------------------------------------------------------
       (965,105)               (1,500)         (100,000)                   0               (804,224)

                             (189,080)
</TABLE>


                                      F-4


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

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


                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                              <C>                 <C>               <C>

Collection of stock subscription, November 2000
Issuance of common stock and warrants at $1 per
    share for cash, November 2000                                   3,347,170                334          3,346,835
Issuance of common stock at $1 per share for
    services, November 2000                                            50,000                  4             49,996
Issuance of common stock at $.50 per share for
    convertible debt, November 2000                                    38,206                  4             19,099
Redemption of convertible debt and reversal
    of intrinsic value of beneficial conversion
    feature, November 2000                                                                                  (30,750)
Offering costs, November 2000
Issuance of common stock and warrants at $1
    per share for cash, January 2001                                1,176,425                118          1,176,307
Issuance of common stock and warrants at $1
    per share for cash, February 2001                               1,176,425                118          1,176,307
Issuance of common stock at $1 per share for
    subscriptions, March 2001                                         219,985                 22            219,963
Collection of stock subscriptions, March 2001
Amortization of offering costs, March 2001                                                                 (124,564)
Collection of stock subscriptions, June 2001
Intrinsic value of beneficial conversion feature on
    convertible debt, July 2001                                                                             113,113
Issuance of detachable warrants in connection with
    convertible debt, July 2001                                                                              36,887
Issuance of common stock at $1 per share as part
    of offering costs, August 2001                                    324,375                 32            324,343
Collection of stock subscription, September 2001
</TABLE>



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

                                      F-5


<PAGE>










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

                                1,500                                                         1,500

                                                                                          3,347,169

                                                                                             50,000

                                                                                             19,103


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

                                                                                          1,176,425

                                                                                          1,176,425

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

                                                                                            113,113

                                                                                             36,887

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



                                      F-6


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

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


                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                              <C>                 <C>               <C>

Deferred offering costs expensed, September 2001
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2001                                        13,361,666              1,336          6,758,293
Issuance of common stock and warrants at $1
    per share for cash, October 2001                                  274,400                 27            274,373
Issuance of common stock and warrants at $1
    per share for cash, November 2001                                 701,500                 70            701,430
Issuance of common stock and warrants at $1
    per share for cash, December 2001                                 811,081                 81            811,000
Offering costs, December 2001
Amortization of offering costs, December 2001                                                              (441,801)
Issuance of common stock and warrants at $1
    per share for cash, January 2002                                  485,500                 49            485,451
Issuance of common stock and warrants at $1
    per share for cash, February 2002                                 485,700                 49            485,651
Issuance of common stock and warrants at $1
    per share for cash, March 2002                                     45,000                  4             44,996
Offering costs, March 2002
Amortization of offering costs, March 2002                                                                 (249,210)
Stockholder forgiveness of debt, March 2002                                                                  54,119
Issuance of common stock for settlement of notes
    payable, May 2002                                                 300,000                 30            149,970
Offering costs
Intrinsic value of beneficial conversion feature on
    convertible debt, May 2002                                                                               79,121
Issuance of detachable warrants in connection with
    convertible debt, May 2002                                                                               20,879
</TABLE>


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

                                      F-7


<PAGE>










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

                                                                                            274,400

                                                                                            701,500

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

                                                                                            485,500

                                                                                            485,700

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

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

                                                                                             79,121

                                                                                             20,879
</TABLE>



                                      F-8


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

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


                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                              <C>                 <C>               <C>
Issuance of common stock for marketing
    services, June 2002                                                10,000                  1              9,999
Issuance of common stock and warrants at
    $1 per share for cash, August 2002                                 25,000                  3             24,997
Offering costs
Amortization of offering costs                                                                              (11,034)
Intrinsic value of beneficial conversion feature
    on convertible debt, August 2002                                                                         11,600
Issuance of detachable warrants in connection
    with convertible debt, August 2002                                                                       11,524
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2002                                        16,499,847              1,650          9,221,358
Issuance of common stock at $1 per share for cash,
    October 2002                                                       10,000                  1              9,999
Issuance of common stock at $1 per share for cash,
    December 2002                                                     184,000                 18            183,982
Deferred offering costs, December 2002
Intrinsic value of beneficial conversion feature on
    convertible debt, December 2002                                                                          27,094
Issuance of detachable warrants in connection with
    convertible debt, December 2002                                                                           1,410
Issuance of rights to common stock shares in
    connection with convertible debt, December 2002                                                          52,317
Issuance of common stock at $1 per share for cash,
    January 2003                                                      302,263                 30            302,233
Deferred offering costs, January 2003
Issuance of common stock at $1 per share for cash,
    February 2003                                                     404,262                 40            404,222
Deferred offering costs, February 2003
</TABLE>


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

                                      F-9

<PAGE>










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

                                                                                             10,000

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

                                                                                             11,600

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

                                                                                             10,000

                                                                                            184,000
                                                (33,120)                                    (33,120)

                                                                                             27,094

                                                                                              1,410

                                                                                             52,317

                                                                                            302,263
                                                (54,407)                                    (54,407)

                                                                                            404,262
                                                (72,769)                                    (72,769)
</TABLE>


                                      F-10


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

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


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







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

                                      F-11

<PAGE>










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

                                                                                            121,372
                                                (21,845)                                    (21,845)
                                                254,719

                                                                                             26,737
                                                                                             (4,573)

                                                                                            184,000
                                                                                            (31,340)

                                                                                            678,000

                                                                                            106,829

                                                                                            176,651

                                                                                            688,229
                                                                                           (121,240)

                                                                                             85,000
                                                                                            (15,300)

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






                                      F-12


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

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


                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------

<S>                                                              <C>                 <C>               <C>
Issuance of common stock at $1 per share for cash,
    September 2003                                                          99,500            10             99,490
Offering costs, September 2003                                                                              (18,090)
Net loss for the period
                                                                     ----------------------------------------------
Balance, September 30, 2003                                             20,003,981         2,000         11,952,110
Issuance of common stock at $1 per share for
    cash, October 2003                                                     228,958            23             76,477
Offering costs, October 2003                                                                                (13,770)
Issuance of common stock at $1 per share for
    cash, November 2003                                                     82,500             8             82,492
Offering costs, November 2003                                                                               (14,850)
Issuance of common stock at $1 per share for
    cash, December 2003                                                     10,000             1              9,999
Offering costs, December 2003                                                                                (1,800)
Issuance of 480,000 options under executive
    stock option plan                                                                                       312,000
Recognition of unearned compensation
Intrinsic value of beneficial conversion feature
    on convertible debt, December 2003                                                                      155,000
Net loss for the period
                                                                     ----------------------------------------------
Balance, December 31, 2003                                              20,325,439    $    2,032    $    12,557,658
                                                                     ==============================================
</TABLE>











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

                                      F-13


<PAGE>










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

                                                                                             99,500
                                                                                            (18,090)
      (3,778,814)                                                                        (3,778,814)
---------------------------------------------------------------------------------------------------
     (11,942,930)                  0                 0                     0                 11,180

                                                                                             76,500
                                                                                            (13,770)

                                                                                             82,500
                                                                                            (14,850)

                                                                                             10,000
                                                                                             (1,800)

                                                                    (312,000)
                                                                      26,000                 26,000

                                                                                            155,000
        (880,341)                                                                          (880,341)
---------------------------------------------------------------------------------------------------
$    (12,823,271)       $          0       $         0          $   (286,000)        $     (549,581)
===================================================================================================
</TABLE>











                                      F-14

<PAGE>


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

                      Consolidated Statements of Cash Flows




                                                                                               Period September 8,
                                                               Three Months Ended                 1999 (Date of
                                                                  December 31,                 Inception) through
                                                       ---------------------------------           December 31,
                                                              2003              2002                    2003
                                                       ------------------------------------------------------------
                                                         (Unaudited)      (Unaudited)                (Unaudited)
<S>                                                    <C>                <C>                    <C>
Operating activities
    Net loss                                           $     (880,341)    $     (850,312)        $  (12,823,271)
                                                       ------------------------------------------------------------
    Adjustments to reconcile net loss to net
        cash used by operating activities:
           Depreciation                                        22,659             41,518                471,690
           Amortization of software                           259,962            259,963              2,859,596
           Recognition of unearned
               compensation                                    26,000                                    26,000
           Amortization of discounts on notes
               payable                                         35,903             68,880                673,327
           Write-off of deferred offering costs                                                         201,524
           Common stock issued for services                                                              10,000
           Provision for uncollectible financing costs                                                   44,000
           Decrease (increase) in:
               Employee receivables                                                4,439                 (7,739)
               Prepaids and other assets                      (19,681)             8,653                (81,927)
           Increase in accounts payable and
               accrued expenses                               166,615            141,053                717,360
                                                       ------------------------------------------------------------
    Total adjustments                                         491,458            524,506               4,913,831
                                                       ------------------------------------------------------------
    Net cash used by operating activities                    (388,883)          (325,806)            (7,909,440)
                                                       ------------------------------------------------------------

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

Financing activities
    Proceeds from issuance of notes payable                   220,000            219,900              1,399,383
    Payments on  notes payable                                                   (28,000)              (246,307)
    Proceeds from issuance of common stock                    169,000            194,001             11,362,408
    Offering costs                                            (30,420)                               (1,021,569)
                                                       ------------------------------------------------------------
    Net cash provided by financing activities                 358,580            385,901             11,493,915
                                                       ------------------------------------------------------------

Net (decrease) increase in cash                               (30,303)            60,095                 29,642

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

Cash at end of period                                  $       29,642     $       73,573         $       29,642
                                                       ============================================================
</TABLE>



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

                                      F-15


<PAGE>


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

                      Consolidated Statements of Cash Flows



                                                                                               Period September 8,
                                                               Three Months Ended                 1999 (Date of
                                                                  December 31,                 Inception) through
                                                       ---------------------------------           December 31,
                                                              2003              2002                    2003
                                                       ------------------------------------------------------------
                                                         (Unaudited)      (Unaudited)                (Unaudited)
<S>                                                    <C>                <C>                    <C>
Supplemental disclosures of cash flow
    information and noncash investing
    and financing activities:
        Cash paid during the period for interest       $            0     $           50         $      31,832
                                                       ============================================================
</TABLE>

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

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

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

     At December 31, 2003,  accounts  payable  included $15,404 due for offering
costs.

     During the three months ended  December  31, 2003,  the Company  recorded a
     discount  on debt of  $155,000  based on the fair  value of the  associated
     warrants and beneficial conversion features.

     On October 1, 2003, the Company  granted 480,000 stock options to its Board
     members  and,  accordingly,  recorded  $312,000  of  unearned  compensation
     expense.  During the three  months  ended  December  31,  2003,  $26,000 of
     compensation expense was recognized.













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

                                      F-16

<PAGE>


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

                   Notes to Consolidated Financial Statements

              As of December 31, 2003 (Unaudited), the Three Months
                  Ended December 31, 2003 and 2002 (Unaudited),
              and the Period September 8, 1999 (Date of Inception)
                      through December 31, 2003 (Unaudited)



1.   Consolidated Financial Statements

In the  opinion  of  management,  all  adjustments  consisting  only  of  normal
recurring  adjustments  necessary  for a fair  statement  of (a) the  results of
operations for the three-month  periods ended December 31, 2003 and 2002 and the
period September 8, 1999 (date of inception)  through December 31, 2003, (b) the
financial  position at December 31, 2003, and (c) cash flows for the three-month
periods ended December 31, 2003 and 2002 and the period  September 8, 1999 (date
of inception) through December 31, 2003, have been made.

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


2.   Going Concern and Subsequent Event

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate  continuation of the Company as a going concern. The
Company  incurred  operating  losses of $12,040,756  since  inception,  has used
$7,909,440 of cash from operations  since  inception,  and has negative  working
capital of $840,770 as of December 31, 2003.  These  factors  raise  substantial
doubt about the Company's ability to continue as a going concern.

The Company raised approximately  $250,000 by means of issuing convertible notes
and promissory  notes subsequent to December 31, 2003. The Company also believes
it has a  commitment  for the  remaining  $550,000 to  $750,000.  This  offering
consists of  approximately  $1.0 million in  convertible  notes.  Investors  and
investor  groups lending an aggregate sum of $25,000 are willing to abide by the
terms and conditions and must convert a minimum principle amount to the purchase
of restricted common stock at a price of $.50 per share.





                                      F-17


<PAGE>


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

                   Notes to Consolidated Financial Statements

              As of December 31, 2003 (Unaudited), the Three Months
                  Ended December 31, 2003 and 2002 (Unaudited),
              and the Period September 8, 1999 (Date of Inception)
                      through December 31, 2003 (Unaudited)



2.   Going Concern and Subsequent Event (continued)

Management  presently believes that the funds to be raised from this convertible
debt offering and sales from  operations will be adequate to fund operations for
the next 12 months, although no assurance can be given regarding these matters.


3.   Stock Option Plan

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

The  Company  accounts  for this plan  under  the  recognition  and  measurement
principles of Accounting Principles Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations.  The Company has recorded $26,000 of
compensation  expense  during  the  three  months  ended  December  31,  2003 in
connection  with this plan. The following  table  illustrates  the effect of net
loss and loss per share for the three  months  ended  December  31,  2003 if the
Company  had applied  the fair value  recognition  provisions  of  Statement  of
Financial  Accounting  Standards  Board No.  123,  "Accounting  for  Stock-Based
Compensation," to stock based employee compensation.

   Net loss, as reported                                    $    (880,341)
   Add:  Expense recorded using APB No. 25                         26,000
   Deduct:  Total stock based employee compensation
      expense determined under fair value based
      methods for all awards, net of taxes                        (53,405)
                                                            -------------
   Pro forma net loss                                       $    (907,746)
                                                            =============
   Weighted average common shares outstanding
      used for calculation of basic earnings per share         20,238,598
                                                            =============
   Basic earnings per share:
      As reported                                           $        (.04)
                                                            =============
      Pro forma                                             $        (.04)
                                                            =============


                                      F-18


<PAGE>


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

                   Notes to Consolidated Financial Statements

              As of December 31, 2003 (Unaudited), the Three Months
                  Ended December 31, 2003 and 2002 (Unaudited),
              and the Period September 8, 1999 (Date of Inception)
                      through December 31, 2003 (Unaudited)



3.   Stock Option Plan (continued)

In determining the pro forma amounts above, the value of each grant is estimated
at the  grant  date  using  the  Black-Scholes  option  pricing  model  with the
following  weighted  average  assumptions for options granted in 2003:  Dividend
rate of 0.0 percent,  risk-free interest rate of 1.26 percent, expected lives of
2.0 years, and expected price volatility of 100.0 percent.


4.   Equity and Debt

The Company issued  $155,000 of  convertible  debt during the three months ended
December 31, 2003.  The notes  accrue  interest at eight  percent and mature one
year from date of issuance.  Each note converts into restricted common shares of
the  Company's  at $.50 per share and  warrants  at one  warrant  for each share
conversion  of  principle.  Warrants  are issued to purchase  restricted  common
shares at a price of $.85 per share.  Under the terms of the  convertible  notes
payable,  any lender  who fails to  convert  the  minimum,  defined,  and stated
original  principal of the note,  any  conversion  reverts to the original issue
price of $1.00 per share of common  stock  and each  warrant  exercise  price of
$1.50.

The  intrinsic  value of $155,000  was  computed and $35,903 has been charged to
interest expense. The balance will be amortized over the period of the loan.

The Company  also  received an  additional  loan in the amount of $65,000 from a
shareholder  during the three months ended December 31, 2003.  This note accrues
interest at eight percent and is due on demand.

At December 31, 2003, the Company had outstanding warrants to purchase 5,301,983
shares of the Company's  common stock at prices ranging from $.25 to $1.50.  The
warrants became exercisable during January 2001 and expire on January 31, 2004.










                                      F-19


<PAGE>

Item 2. Management's Discussion and Analysis

General

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

Discussion and Analysis

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

The Company

     RDC is known as an eWASP  (electronic  wireless  service  provider)  and as
such, through our Retrieval subsidiary, is engaged principally in conceiving and
developing  industry-specific wireless software and service solutions for mobile
professionals.

     In September  2000,  Retrieval  entered into a cooperation  agreement  with
Phone Online, Inc., a Tennessee corporation ("POI"),  whereby both companies can
take advantage of each other's clients and contacts on a commission  basis.  The
commission  is  equal  to ten  percent  (10%) of net  revenue  generated  by the
relationship  in the first  twelve  (12)  months.  The term of the  contract  is
indefinite, but either party may terminate by thirty (30) days written notice to
the other.

     In October 2000,  Retrieval  entered into a master  service  agreement with
POI. The term of the agreement is the later of four (4) years and the conclusion
of  services   under  any  then  current  work   statement.   The  agreement  is
automatically renewable for successive one (1) year periods.  Beginning February
2001 and for a period  of three  (3) years  thereafter,  Retrieval  must pay POI
eight percent (8%) of the gross revenues it generates.  POI granted  Retrieval a
one (1) year  license to use and  operate its Blue Moon  software  on  Retrieval
computers.  Such license is automatically  renewable for successive one (1) year
periods.  For  such  license,  Retrieval  must  pay POI an  annual  license  fee
determined by  multiplying  the last full month hosting fee by twelve (12).  The
first work  statement  generated  under the  master  service  agreement  was for
Retrieval's Qxprint(TM) 1.0 software product. The project was completed.


                                       22
<PAGE>


     Retrieval  entered into a wireless  Internet service  agreement with Sprint
Spectrum,  L.P., a Delaware  limited  partnership  d/b/a  Sprint PCS  ("Sprint")
effective  July 2001,  although  the  document  was not executed by Sprint until
October  2001.  Pursuant  to that  agreement,  Sprint will place a link to RDC's
Qxprint(TM)  services on its Sprint PCS  Wireless  Web for use by its Sprint PCS
subscribers. In consideration for the placement, Retrieval paid Sprint a $20,000
service fee in December  2001.  Revenues  will be  generated  on a usage  basis,
rather than a subscription  basis, with Sprint receiving thirty percent (30%) of
the gross  transaction  revenues.  The agreement has a term of one (1) year, and
continues in force until  either party  terminates  by written  notice.  To date
neither party has issued a notice of termination.

     On May 3, 2001, we incorporated Wappyhead Corp., a Florida Corporation,  to
develop a synchronized  delivery of advertising for a broad range of application
genres  including  short format games,  extended  format games,  SMS  messaging,
FunMail,  MEPostering  and more. We expect to  accomplish  delivery via wireless
networks and the Internet.  This Internet  based wireless  application  exchange
portal will enable content  distribution to cell/smart phones,  personal digital
assistants  ("PDAs")  and the World Wide Web.  To date  Wappyhead  Corp.  has no
operations.

     On November 30, 2001,  Retrieval  entered into an ISV (Independent  Service
Vendor)  agreement with Research in Motion,  LTD. This agreement  signifies that
Retrieval is a certified BlackBerry  application provider and that RIM (Research
in Motion) will  participate in co-marketing  as well as provide  Retrieval with
pre-release versions and updates of the BlackBerry  operating  system(s).  Under
this  agreement RIM will help  facilitate  relationships  between  Retrieval and
RIM's reseller carrier partners as well as help promote Retrievals  offerings to
the industry.

     Retrieval  entered into a BlackBerry  v3.5 Beta  agreement with Research in
Motion,  LTD., on August 28, 2002. This agreement  allowed  Retrieval to receive
all pre-public, early releases of the BlackBerry (V3.5) operating system to help
facilitate  the  continuing  development  of  Retrieval's  application,  "Mobile
Listing  Advantage" as well as confidential  and proprietary  technical  support
from RIM.

     After testing and  certification  of  Retrievals'  product  Qxprint(TM)  by
Motorola, Inc., Retrieval entered into a Software Distribution Agreement on July
8, 2002. This agreement signified that Retrievals'  software,  Qxprint(TM),  met
the certification criteria of Motorola and that Motorola would provide marketing
support and allow the  "Certified by Motorola"  logo to be used in the companies
marketing efforts.

     On November 27, 2002,  RE/MAX  International  entered into a  non-exclusive
agreement  with  Retrieval to provide all wireless  data services as a preferred
vendor to all U.S.  RE/MAX agents.  The program,  "Mobile  Advantages for RE/MAX
Program",  makes Retrievals' product "Mobile Listing Advantage(TM)" available to
all RE/MAX agents at a reduced  subscription  rate.  Under the 2 year  agreement
RE/MAX  will  support the  program  through  their  various  marketing  channels
including,  web  links,  trade  shows,  videos and  newsletter  as well as allow
Retrieval  access  to all  RE/MAX  agent  contact  information  and to use their
Preferred  Vendors  Logo  Mark.  A  separate  website  has been  established  by
Retrieval to facilitate all RE/MAX agents.


                                       23
<PAGE>


     EarthLink,  Inc. entered into a Marketing  Royalty Agreement with Retrieval
on February 27, 2003. This agreement created a channel partnership for Retrieval
allowing EartLink to resell "Mobile Listing  Advantage(TM)" and for Retrieval to
earn commissions on EarthLink BlackBerrys.

     On March 21, 2003  Retrieval  entered  into a 2-year  Non-Exclusive  Dealer
Agreement  with  AT&T  Wireless  Services  allowing  Retrieval  to  resell  AT&T
BlackBerry devices provisioned for the AT&T Wireless Network.

     On June 1, 2003 Retrieval entered into an Alliance Dealer Non-Exclusive GSM
Compensation  agreement  with AT&T  Wireless  allowing  Retrieval  to be awarded
compensation for network airtime resold.

     On October 1, 2003  Retrieval  entered into a Application  Partner  Program
with Nextel Operations,  Inc. Prior to the agreement Nextel tested and certified
the companies  software,  "Mobile Listing  Advantage(TM)"  allowing Retrieval to
display the "Nextel  Certified  Application"  logo. This agreement paves the way
for co-marketing activities between the two companies to promote "Mobile Listing
Advantage(TM)".

     To gain  access to the MLS (Multi  Listing  Service)  data for the  "Mobile
Listing  Advantage(TM)"  service Retrieval enters into Data Agreement  Contracts
with the  controlling  area  MLS's.  Each MLS  represents  an areas real  estate
agent/broker's  database  of property  listings.  Once the  agreement  is signed
Retrieval has access to every MLS member.  To date Retrieval has signed data and
co-marketing contracts with:

        Tucson Association of Realtors
        Sarasota Association of Realtors Venice
        Area Board of Realtors, Inc.
        Greater Las Vegas Association of Realtors
        Bartow Association of Realtors
        East Polk County Association of Realtors
        Greater Lake County Association of Realtors
        Orlando Regional Realtor Association
        Lakeland Association of Realtors
        Osceola County Association of Realtors
        West Volusia Association of Realtors

Regional MLS, Inc. (comprised of the 7 MLS Boards below)

        Realtor Association of Palm Beaches
        Jupiter, Tequesta, Hobe Sound Association of Realtors
        St. Lucie Association of Realtors
        Broward County Association of Realtors
        Boyton Beach & Del Ray Beach Association of Realtors
        Boca Raton & Highland Beach Association of Realtors
        Martin County Association of Realtors




                                       24
<PAGE>


North Texas Real  Estate  Information  Systems,  Inc.  (comprised  of the 16 MLS
Boards below)

        Arlington Board of Realtors
        Collin County Association of Realtors
        Ellis/Hill County Association of Realtors
        Granbury Association of Realtors
        Grand Prairie Board of Realtors
        Greater Dallas Association of Realtors
        Greater Denton/Wise Association of Realtors
        Greater Fort Worth Association of Realtors
        Greater Texoma Association of Realtors
        Irving/Las Colinas Association of Realtors
        Johnson County Association of Realtors
        Kaufman/Van Zandt association of Realtors
        Lake Cities Association of Realtors
        Northeast Tarrant County Board of Realtors
        Stephenville Association of Realtors
        Weatherford/Parker County Association of Realtors

MLS PIN (Greater Massachusetts) (comprised of the 10 MLS Boards below)

        Plymouth and South Shore Association of Realtors, Inc.
        North Shore Association of Realtors
        North Central Mass Association of Realtors
        Greater Boston Real Estate Board
        Worchester Regional Association of Realtors
        The Northeast Association of Realtors
        Realtor Association of Pioneer Valley
        Greater Fall River Association of Realtors
        Tri-County Board of Realtors
        Eastern Middlesex Association of Realtors, Inc.

Ezlist-MLS (comprised of the 1 MLS Board below)

        Cambria Somerset Association of Realtors

Multiple  Listing  Service  Northern  Illinois  (comprised  of the 11 MLS Boards
below)

        Fox Valley Association of Realtors
        Aurora/Tri-County Association of Realtors
        Oak Park Board of Realtors
        Realtor Association of Northwest Chicagoland
        West South Suburban Association of Realtors
        McHenry County Association of Realtors
        Lake County Association of Realtors
        North Shore/Barrington Association of Realtors
        Chicago Association of Realtors
        Three Rivers Association of Realtors
        West Towns Association of Realtors




                                       25
<PAGE>


Middle   Tennessee Regional MLS (comprised of the 8 MLS Boards below)

        Greater Nashville Association of Realtors
        Clarksville Association of Realtors
        Robertson County Association of Realtors
        Middle Tennessee Association of Realtors
        Southern Middle Tennessee Association of Realtors
        Sumner County Association of Realtors
        Williamson County Association of Realtors
        Eastern Middle Tennessee Association of Realtors

Wireless Industry Overview

Introduction

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

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

     In recent years, the proliferation of wireless communications solutions has
extended the reach and  connectivity of mobile  professionals.  For example,  in
voice  communications,  cellular  telephones  have enabled mobile users to place
phone calls from  virtually any location.  Similarly,  advances in wireless data
communication,  including wireless local area networks ("LANs") have enabled the
extension of  enterprise  networks to the notebook  computers  and the hand-held
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 tools that provide them with real-time access to
mission-critical  information at all times.  RDC is in the business of providing
mobile  professionals  with the tools 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.



                                       26
<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.

Voice to Data

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

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

     The wireless data marketplace includes the following classes:

     Wireless Handset Manufacturers:  These are the companies that 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 that own the networks. These
     include:  SprintPCS,  AT&T Wireless,  Verizon, Alltel, Cingular,  T-Mobile,
     Nextel,  and others.  These companies all have different  technologies  and
     different standards making it extremely  difficult to develop  applications
     that operate on all devices.  Because these  companies are generally  large
     and  slow to adopt  new  technologies,  a new  middleware  marketplace  has
     recently opened up.





                                       27
<PAGE>


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

Requirements 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.

     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 websites  without  having to type long  website
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,  its 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.





                                       28
<PAGE>


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

         Session v. Packet Transmission

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

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

         Wireless Data: Apparatus Types

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

     PDAs: Palm, Handspring, PocketPC

     BlackBerry Phones: Motorola, Nokia, Ericsson, Samsung, etc.

     Smart Phones or Integrated  devices:  BlackBerry,  Microsoft PocketPC phone
     edition, Danger Hiptop, Kyocera, etc.

     Wireless modems: Sierra Wireless, Novatel

     Wireless Data: Network Infrastructures

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




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<PAGE>


         Realistic Data Speeds:

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

Mobile-Data (M-Data)

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

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

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

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

     Within the wireless data market,  many experts in the field predict  strong
growth. The following sets out some of their predictions.

     International  Data Corp:  Worldwide  spending  on  information  technology
should grow 5 percent to $916  billion  next year,  while  purchases  of telecom
services are expected to rise 4 percent to $1 trillion.  After rising 12 percent
in 2000, the last year of the dot-com boom,  technology  spending fell 1 percent
in 2001 and 4 percent in 2002,  IDC analyst  Stephen  Minton  said.  He predicts




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<PAGE>



spending will end up relatively flat this year, with growth in the United States
and  emerging  markets  but  declines in Europe,  Japan and Canada.  Next year's
growth is expected to come from improving business confidence and pent-up demand
for technology products and services at companies that reined in spending during
the last few years.  The findings were based on conservative  assumptions  about
the economy, meaning even bigger boosts could be possible.  Indeed, CIO magazine
said Monday that its October survey of 243 corporate  technology  managers found
that their budgets will grow an average of 6 percent in the next year.

     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."

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

         Cahners In/Stat:

     Jan. 2003 - "The market for Internet  access  devices  (including  personal
computing  devices,  mobile  phones,  Internet-enabled  set top boxes,  Internet
appliances,  smart appliances and white goods) is expected to grow at an overall
annual rate of 28.2%,  in terms of units  between  2001 and 2006.  According  to
In-Stat/MDR,  growth is expected to rise to over 790 million  units in 2006 from
about 226  million  units in 2001.  Although  the PC and mobile  phone  segments
represent  the  greatest  percentage  in  terms  of  unit  shipments,   Internet
appliances,  which  include  Internet  terminals  and Tablet PCs,  will have the
highest CAGR over the period, with 74.3%."

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

     Communications Today: "More than half the U.S domestic workforce -- some 67
million  people -- will be  mobile by 2006,  representing  a strong  market  for
wireless device,  application,  and service  providers,  according to a study by
Access Markets International  Partners. The New York-based firm's study projects
that the number of  commercial  wireless data users will nearly double every two
years from 3.7 million in 2001 to more than 26.4  million in 2006.  In addition,
sales of mobile devices  capable of accessing data and Internet  services in the
commercial  market will reach 48.7  million  units in 2006,  representing  $14.2
billion in revenues.  The small to mid-sized  business sector  (businesses  with



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fewer than 500 employees) will lead the wireless data market in the near term as
it grows at a 44 percent  compound annual growth rate, from 2.5 million users in
2001 to nearly 16.3 million in 2006.  Large  businesses will comprise 38 percent
of the wireless data user market in 2006." Source:  Communications  Today, "U.S.
Workforce Mobile Data Demand Growing," Mar. 26, 2002.

     IDC: A study by IDC found that "the marketplace for wireless infrastructure
and  application  services  (WIAS)  is  gaining  considerable  momentum  and has
significant long-term potential.  IDC forecasts that "the worldwide wireless and
application  services  market will  increase from $31.1 billion in 2002 to $68.4
billion in 2007,  representing  a compound  annual growth rate (CAGR) of 17.1%."
"Among U.S. industries,  communications and media, retail, logistics, and health
care  will  embrace  WIAS at the  fastest  rate and with  the  largest  level of
expenditures.  Collectively, U.S. industries are expected to spend $25.6 billion
by 2007  representing  a five-year  CAGR of 16.9%."  Source:  IDC Press Release,
"Wireless  Infrastructure and Application Services Market Presents Opportunities
Although Obstacles Remain, IDC Says," Apr. 23, 2003.

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.

     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.



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<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 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 area.

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



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<PAGE>


     We 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 salesperson'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?

          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?



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<PAGE>


     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 websites.

Products and Solutions Designed for Mobility

         Team RDC

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

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

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

     By utilizing  best-of-breed,  state-of-the-art  processes and technology in
implementation,  Team RDC is able to minimize  the time  needed for  application
deployment and reduce the cost of application design, development,  testing, and
integration.  Team RDC is  experienced  in helping  customers  realize  the full



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<PAGE>



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.  Team RDC designs mobile  applications that
integrate with a variety of business processes and vertical markets, such as:

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

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

         HORIZON

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

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

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




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

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

         Qxprint(TM)

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

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

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

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



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<PAGE>


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

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

     Receive confirmation of each transaction via e-mail.

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

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


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

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

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

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

     Because Mobile Listing  Advantage(TM)  is integrated with the MLS database,
the  registration  process will first verify that the user is an actual licensed
agent or broker. After registration,  the realtor is then assigned a secure user
id and  password to enter the  protected  area of the website.  This  includes a
general "Account Management" page where the user can change billing and personal



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information;  a "Request  History" page that displays all requests made from the
mobile device to the server so the agent can alleviate the hassle of re-querying
the MLS database when they are on their PC; and a "Manage  Request" page,  which
allows the user to customize the output or content sent to their  device.  After
customizing their web interface,  the agent can then begin to use their wireless
devices from the field to access real-time MLS data.

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

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

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

         GoFigure(TM)

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



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

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

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

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

Status of Publicly Announced Products and Services

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

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

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

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

Business Strategy

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


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

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

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

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

Marketing and Distribution

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


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

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

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

     Mobile   Listing   Advantage(TM)   is  target   marketed   to  real  estate
professionals.  We are actively  pursuing license  agreements based on a revenue
share model with individual MLS boards and other MLS data  aggregators,  as well
as national real estate  brokerages.  Once agreements are in place,  the Company
will partner with each MLS source to market directly to the realtor.  Currently,
RDC  has  signed   agreements   with   seventeen  (17)  MLS  boards  and/or  MLS
Associations,  which  combined  represent  64  individual  MLS's,  comprised  of
approximately  160,000  members.  In the  future,  we will  continue to actively
pursue  other  MLS's,   both  in  the  United  States  and  abroad.   There  are
approximately  950,000  active real estate  professionals  in the United  States
today and we plan to have a  penetration  of ten percent  (10%) of the market by
the fourth quarter of 2005.  Mobile Listing  Advantage(TM)  is being marketed by
RDC, RIM, RE/MAX International,  Nextel,  T-Mobile, AT&T Wireless,  Cingular and
channel partners.

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



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<PAGE>


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

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

     Build critical mass: We must build a branding  strategy through  aggressive
     promotion  of our  vertical  market  based  applications.  This can be done
     through advertisements in various trade specific magazines and websites. We
     have participated and we intend to continue to participate at several trade
     shows where representatives can demonstrate our products and services. Thus
     far, we are pleased with the feedback we have  received on our products and
     services.   Our  marketing   strategy   includes   press  releases  on  new
     developments  along with speaking  engagements  for top managers to promote
     and build  brand  awareness.  Also,  we may seek the  expertise  of a large
     public  relations  firm to  build  top of mind  awareness  not  only in our
     vertical markets, but also the investment  community;  however, no specific
     plans along this area have been finalized.

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

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

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

     Develop our customer base and  strengthen the  Qxprint(TM),  Mobile Listing
     Advantage(TM),  powered by  DocLYNX(TM)  and  GoFigure(TM)  brands  through
     enhanced sales and marketing promotions:  We intend to be aggressive in our
     marketing mix by promoting the DocLYNX(TM) and Qxprint(TM)  brands, as well
     as its HORIZON platform. We intend to target DocLYNX(TM)  technology in the



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     real estate,  property management,  financial services,  alarm,  insurance,
     construction,  and  related  industries.  Initially,  our  plans  include a
     continued  testing  phase  that  should  allow us to  collect  and  analyze
     customer feedback. With this information,  we hope to formulate a print and
     Internet  advertising  campaign  along with  presentations  and exhibits at
     trade  shows to  generate  top of mind  awareness  targeted  to the  mobile
     professional.

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

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

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

     Thus  far we  have  developed  the  following  strategic  partnerships  and
alliances  that we  believe  will  provide  a  critical  basis  for  growth  and
profitable business opportunities in the near future:

     RIM's  portfolio  of  award-winning  products  includes  the  family of RIM
     Wireless Handhelds,  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



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     email access.  RIM is a 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 its products including  award-winning RIM Wireless
     Handhelds and  industry-leading  radio modems. We have signed a contract to
     become  an  ISV  Solutions  Alliance  Program  partner,  as  well  as a RIM
     Sub-Dealer.  This  contract  brings to us  co-marketing  opportunities  and
     BlackBerry(TM)  certification,  as well as the  opportunity to resell RIM's
     line of  products.  We believe this will lead to  increased  customers,  as
     BlackBerry(TM)  users are a targeted wireless audience  representing  early
     adopters of wireless and  technology.  RIM is expected to pull us into many
     new niche  markets,  as they are looking for  content  providers  and being
     certified,   we  expect  to  receive  referrals  to  wireless   application
     development  opportunities.  The RIM  Sub-Dealer  program  will  allow  the
     company  to  offer  a  "Bundled-Solution"  to its  customers  and  increase
     revenues through hardware sales.

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

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

     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.  We
     have finalized an agreement that places the Qxprint(TM)  application on the
     Sprint PCS wireless devices as an included,  certified  application.  It is



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     anticipated that this will give us immediate access to a targeted  wireless
     population  and potential  customer base. We believe this  application  and
     relationship  also will allow us quicker and more  direct  access for other
     content  applications  to be  delivered  to Sprint  PCS and  their  growing
     wireless customer base.

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

     Nextel  Communications,  a Fortune  300 company  based in Reston,  VA, is a
     leading provider of fully integrated,  wireless communications services and
     has built the  largest  guaranteed,  all-digital,  wireless  network in the
     country.  The  Nextel  4-in-1  service--Nextel  Digital  Cellular,   Direct
     ConnectSM,  Nextel Mobile Messaging and Nextel Online(R)--covers  thousands
     of communities across the United States. Nextel and Nextel Partners,  Inc.,
     currently  serve 293 of the top 300 U.S.  markets.  Through  recent  market
     launches, Nextel and Nextel Partners service is available today in areas of
     the United  States  where  approximately  242 million  people live or work.
     Mobile Listing  Advantage(TM) has received Nextel Certification and will be
     resold  through  Nextel  sales  channels.  GoFigure(TM)  is  available  for
     purchase through Nextel's wireless application website.

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

     Motorola  is one of the  largest  device  and  system  providers  globally,
     competing  primarily  with Nokia,  and Ericsson.  Motorola also is a global
     leader  in  providing  integrated  communications  solutions  and  embedded
     electronic  solutions.   These  include  (i)   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;  (ii)  end-to-end



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     systems for the delivery of interactive digital video, voice and high-speed
     data  solutions  for  broadband  operators;  (iii)  embedded  semiconductor
     solutions for customers in the networking  and  computing,  transportation,
     wireless  communications and digital consumer/home  networking markets; and
     (iv)   embedded    electronic    systems   for   automotive,    industrial,
     transportation,  navigation,  communication and energy systems markets.  We
     earned Motorola  certification  for the Qxprint(TM)  application as well as
     signing the Motorola  contract to allow  Motorola to  demonstrate  on their
     devices our  products and  technology.  In  addition,  negotiations  are in
     process to become a certified development partner for Motorola's enterprise
     application   group.  We  anticipate  that  this  will  provide  sales  and
     development  opportunities  to expand the  out-reach of in-house  sales and
     marketing.  Further,  we  anticipate  that this will  provide an entry into
     testing facilities for application feasibility and robust capability.

     An agreement is being  finalized with Armando A. Mann of AldeaX Group,  for
     that group to act as our exclusive  agent for  Argentina  and Uruguay.  Mr.
     Mann  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 we believe
     he offers a headstart for our entry into the Latin  American  market place.
     Wireless acceptance has been more rapid in Asia, Latin America,  and Europe
     than in the USA. We expect other opportunities within Latin America to come
     from this relationship.

     Microsoft provides a directory of wireless  developers.  We are a qualified
     member of this directory and as such, we have access to  development  tools
     and PR. Our wireless  applications  and ASP is on a Microsoft  platform and
     uses its  gateway.  We are a complete  end-to-end  Microsoft  wireless  and
     Internet solution platform.

     Casio has made us a resale  partner  for their PDA  devices  and provide us
     with discounts on device hardware.  Also, we expect to receive coop dollars
     for coop marketing and advertising promotions.  It is anticipated that this
     will allow us to offer  complete  wireless  solutions  that include  device
     recommendations.

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

     We are listed on Cingular's Developers Directory and we anticipate that the
     relationship   will  evolve  into  a  solutions   alliance   program   with
     co-marketing opportunities and certified applications.

     We are in  the  process  of  being  listed  on  AT&T  Wireless'  Developers
     Directory.  We believe  this will  allow us to be part of their  testing of
     applications  and  certification  protocol and to enter into  marketing and
     joint PR opportunities.



                                       47
<PAGE>


     We are listed in Palm  Developer  Network's  Palm  Solutions  Alliance  and
     co-marketing directory for our devices, software and operating systems.

     Openwave(TM)  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, ISPs,
     portals, and broadband providers worldwide,  with the software and services
     they need to build boundary-free, multi-network communications services for
     their subscribers. Openwave(TM) 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.  We  are  listed  as one of the
     wireless developers in their co-marketing directory.

     We intend to pursue  selective  acquisitions at some point in the future so
that we can expand our  capabilities,  product  lines and  available  resources.
Possible  acquisition  candidates would include companies such as wireless ISPs,
an  imaging  print on  demand  company,  another  wireless  application  service
provider  or a software  development  company.  No  acquisitions  are planned or
pending at this time.

Competition

     We  face   competition   from  large,   well-established   companies   with
considerably  greater financial,  marketing,  sales and technical resources than
those  available  to  us.  Additionally,  many  of  our  present  and  potential
competitors  have  capabilities  that may allow such  competitors to offer their
products at prices which may compete with our  products.  Our products  could be
made  uneconomical by the  introduction of new products,  changes  affecting the
cost of packaging and shipping,  or marketing or pricing  actions by one or more
of our competitors.  Our business,  financial condition or results of operations
could be  materially  adversely  affected  by one or more of such  developments.
There can be no assurance that we will be able to compete  successfully  against
current or future  competitors  or that  competition  will not have an  material
adverse effect on our business, financial condition or results of operations.

     Notwithstanding  the increasing  competitiveness  of our market, we believe
that our competitors face  substantial  barriers to market entry. We believe our
technology expertise,  early entry into the marketplace,  strategic partnerships
and our  understanding of the mobile  professional give us an advantage over our
competitors.

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

     GoFigure(TM):    Indirect   competitors:    Siebel,   Pivotal,    SalesNet,
     SalesForce.com

     Mobile Listing  Advantage(TM):  Anytime MLS,  Handheld  Power,  Pocket Real
     Estate, Threewide Corporation, Supra

     Qxprint(TM): File Fish, AirEight, XDrive, GoAmerica

     Custom  Applications:   Aether  Systems,  Air2Web,  Everypath,   iAnywhere,
     Hiddenmind


                                       48
<PAGE>


Sources and Availability of Raw Materials

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

Dependence on One or Few Customers

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

Research and Development Plans

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

Employees

     At  December  31,  2003,  the Company  employed  12 persons.  None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
continued product rollout to accommodate its needs.








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                                       49
<PAGE>


Results  of  Operations  - For the Three  Months  Ended  December  31,  2003 and
December 31 2002

Revenues

     Revenues for the three months ended December 31, 2003 were $3,953  compared
to $2,233 for the three months ended  December 31, 2002.  The Company feels that
sales have lagged for approximately nine months.  All of the  telecommunications
companies  are facing  serious  challenges in the industry from the emergence of
new technology and their lack of ability to gain strategic  market in-roads with
potential new users. The Company is of the opinion that after the second quarter
market news and the new  technology  releases,  RDC's  position in the  industry
shall  stabilize and the revenues  shall  increase  according to the  forecasted
plan.

     The Company is actively  pursuing  license  agreements,  based on a revenue
share model, with individual MLS boards and other MLS data aggregators,  as well
as national  real  estate  brokerages.  Once the  agreements  are in place,  the
Company  will  partner  with each MLS source to market  directly to the realtor.
Currently,  RDC has signed  agreements with seventeen (17) MLS boards and/or MLS
Associations,  which  combined  represent  64  individual  MLS's,  comprised  of
approximately  160,000  members.  In the  future,  we will  continue to actively
pursue  other  MLS's,   both  in  the  United  States  and  abroad.   There  are
approximately  950,000  active real estate  professionals  in the United  States
today,  and we plan to have a penetration  of ten percent (10%) of the market by
the fourth quarter of 2005.  Mobile Listing  Advantage(TM)  is being marketed by
RDC, RIM, RE/MAX International,  Nextel,  T-Mobile, AT&T Wireless,  Cingular and
channel partners.

Operating Costs and Operating Losses

Operating  costs for the three  months ended  December  31, 2003 were  $823,513,
compared to $764,823 for the three months ended  December 31, 2002.  The Company
is  continuing  its  efforts to reduce  costs of  operations  in relation to the
revenues received.  Continued expenditures have been made in critical areas such
as trade  shows and  conventions,  in  addition  to the costs of  marketing  and
distributing  the Company's  products  through channel partners and the costs of
data  acquisition  from the  Multi-listing  Services (MLS).  These  distribution
expenditures  accounted  for  approximately  $40,000 in  salaries,  benefits and
travel and sales  expenses  during this  quarter.  Also included in the costs of
operations is  amortization of software  development  costs,  $259,962,  for the
three  months  ended  December  31, 2003 and $259,963 for the three months ended
December 31, 2002. With the Company's efforts focused on achieving  revenues and
continued scrutiny over expenditures, operations such as testing and development
have been brought  in-house,  which the Company  estimates  will  reduced  costs
annually by  approximately  $175,000.  Since the  beginning of the quarter,  the
Company has focused most of its resources toward distribution.



                                       50
<PAGE>


     Net losses from  operations  for the three months  ended  December 31, 2003
were $825,970 compared to $764,226 for the three months ended December 31, 2002.
For the three months ended December 31, 2003, the Company amortized discounts on
notes payable in the amount of $35,903  compared to $68,880 for the three months
ended December 31, 2002. The Company has continually faced delays in the receipt
of  information  and data from the  MLS's  that are now  under  contract.  These
delays,  over the previous nine months,  have been estimated to cost the company
approximately  $950,000 in  additional  revenues  and $750,000 in net profit net
profit The lack of data has  hampered  the  company's  ability to continue  its'
sales  efforts in areas  such as Las Vegas,  Northern  Texas,  Chicago  and many
Florida sectors.

Assets and Liabilities

     At December 31, 2003, total assets were $350,481  compared to $1,575,547 as
of  December  31,  2002.  The  reduction  in  assets  is  primarily  due  to the
amortization  of  Software  development  costs,   approximately  $1,040,000  and
depreciation  and   amortization  of  furniture  and  equipment,   approximately
$166,000.

     At  December  31,  2003,  total   liabilities  were  $900,062  compared  to
$1,198,844 as of December 31, 2002.  Liabilities  consisted of primarily accrued
wages and taxes,  notes payable to shareholders and related parties with accrued
interest,  and  short-term  convertible  debt.  During  the three  months  ended
December 31, 2003, the Company issued convertible notes payable, maturing in one
year from the date of issuance, in the amount of $155,000. All convertible notes
were  issued  to  existing  stockholders,  at an annual  interest  rate of eight
percent  (8%).  Each note  carries an option to convert  the note into shares of
restricted  common  stock of the  Company,  at a price of fifty cents ($.50) per
share. To date, no convertible note holder has exercised any of his options.  In
addition,  $65,000 was advanced to the Company by one of its officers. The note,
payable on demand and carrying an annual  interest  rate of eight  percent (8%),
was issued to the officer. The note does not have any conversion privileges.

Stockholders' Equity

     Stockholders'  equity was a negative  $549,581  as of  December  31,  2003,
compared to a positive $376,703 as of December 31, 2002, representing a negative
change in equity of $926,284.  The Company continues to be affected by the delay
in obtaining significant revenues as originally forecasted. Management is of the
opinion  that the  Company  has been  delayed  approximately  nine months in the
acquisition of data and information from the contracted  Multi-listing  Services
throughout  the United  States.  It is  estimated  that the loss of revenues was
approximately $950,000 during this period.  Management,  nevertheless,  has been
able to secure certain information and is currently proceeding with the original
plan of distribution.

     During the three months  ended  December  31,  2003,  the Company  received
$169,000 from the issuance of restricted  common stock at one dollar ($1.00) per
share, less offering costs of $30,420.



                                       51
<PAGE>


 Liquidity of Capital Resources

     At December 31, 2003, the Company had negative working capital of $840,770,
compared to negative working capital of $1,101,547 at December 31, 2002.

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

     Management  believes  that the Company will need  approximately  $1,200,000
combined  funding and revenues  generated from operations to provide  continuing
operations  for the next twelve  months.  Management is also of the opinion that
these funds will be received  through the  generation  of  revenues,  which will
exceed  forecasted  levels and insure the  stability of the  Company.  Since the
three months ended  December  31, 2003,  the Company has received  approximately
$455,000  in  convertible  notes  payable  from  stockholders.  There  are  also
commitments for an additional  $600,000 in loans from shareholders.  While it is
true that the  commitments  may not  materialize,  Management is confident  that
revenues  generated from operations shall be beyond  forecasted  levels and will
strengthen the Company's cash and equity position by April 2004.

Operating Activities

     For the three  months ended  December 31, 2003,  net cash used by operating
activities was $388,883 compared to $325,806 for the three months ended December
31,  2002.  The  Company  has  continued  its  efforts  to build  the  corporate
infrastructure  in  research  and  product  development  and the  marketing  and
distribution of new products developed for the Real Estate and Alarm industries.

Financing Activities

     For the three months ended December 31, 2003, the Company received $169,000
from the issuance of restricted  common stock, net of offering costs of $30,420.
The  Company  also  received   $155,000  in   convertible   notes  payable  from
shareholders  and received a loan from an officer in the amount of $65,000.  All
funds  were  used as  working  capital  to  continue  research  and  development
activities  and the  acquisition  of data from  various  Multi-Listing  Services
across the United  States.  The Common  Stock of the  Company was issued for the
price of one dollar ($1.00) per share.

Board Options

     On October 1, 2003,  each member of the Board of  Directors  was granted an
option to purchase 60,000 shares of the Company's  restricted common stock. Each
member of the Board is  entitled  to  exercise a total of  thirty-three  percent
(33%) of his options (20,000  shares) each year, on the anniversary  date of the
granting of the options.  The price is  thirty-five  percent (35%) of the market
price at the time of exercise. If the total options granted are not exercised in
the period,  they are  forfeited as of the close of  business,  thirty days (30)
after the anniversary date of exercise.



                                       52
<PAGE>


     For the quarter ended  December 31, 2003,  the Company  charged  $26,000 to
expense to record the  amortization of the total  discounted cost of the options
to be issued.  The Company shall  amortize the costs of the  discounted  options
over the three-year life of the options.

Forward-looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof),  business
strategy,  expansion and growth of the Company's  business and  operations,  and
other such matters are forward-looking statements. These statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the control of the Company.

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

Forward-Looking Statements

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

     Such factors include, among others, the following: international,  national
and local  general  economic and market  conditions:  demographic  changes;  the
ability of the Company to sustain, manage or forecast its growth; the ability of
the Company to successfully make and integrate acquisitions;  raw material costs
and availability; new product development and introduction;  existing government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government



                                       53
<PAGE>


regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology;  and other  factors  referenced in this and previous  filing.  Given
these uncertainties, readers of this Form 10-QSB and investors are cautioned not
to  place  undue  reliance  on  such  forward-looking  statements.  The  Company
disclaims any obligation to update any such factors or to publicly  announce the
result  of any  revisions  to any of the  forward-looking  statements  contained
herein to reflect future events or developments.

Item 3.  Controls and Procedures

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


                                     PART II

Item 1. Legal Proceedings.

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

Item 2. Changes in Securities and Use of Proceeds

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



                                       54
<PAGE>


     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 three months  ended  December  31,  2003,  the Company  received
$169,000  from the  issuance  of  restricted  common  stock sold to eleven  (11)
persons, less commissions and fees of $30,420. The Company also received $65,000
in notes payable from officers and an additional  $155,000 in convertible  notes
payable from shareholders.  During the three months ended December 31, 2003, the
Company  did not repay,  nor was it  obligated  to repay,  any of these notes or
convertible notes, or any outstanding or accrued interest.  For the three months
ended  December 31, 2003, the Company had no conversions of notes payable and/or
accrued  interest into shares of  restricted  Common  Stock.  All funds,  net of
offering  costs,   were  used  as  working  capital  to  continue  research  and
development  activities and the  acquisition of data from various  Multi-Listing
Services across the United States. The Common Stock of the Company was issued at
a price of one dollar ($1.00) per share.


Item 3. Defaults in Senior Securities

None.

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

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

Item 5. Other Information

None.




                                       55
<PAGE>


Item 6. Exhibits and Reports on Form 8-K

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       56
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

31.1      *    302 Certification by Chief Executive Officer.

31.2      *    302 Certification by Chief Financial Officer.

32.1      *    Sarbanes-Oxley Certification by Chief Executive Officer.

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

*    Filed herewith

[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed February 22, 2000.

[2]  Previously  filed with the Company's  Current Report on Form 8-K filed July
     14, 2000.

                                       57
<PAGE>

[3]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 21, 2000.

[4]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     January 16, 2001.

[5]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     December 31, 2001.

[6]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 16, 2002.

[7]  Previously  filed with the  Company's  Registration  Statement on Form SB-2
     filed January 27, 2004.

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







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                                       58
<PAGE>


                                   SIGNATURES

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

                             RDC International, Inc.
                                  (Registrant)

Date: February 17, 2004

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

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

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

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

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

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

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

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



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