UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB/A

[x]       ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934
                   For the fiscal year ended December 31, 2001

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
           ACT OF 1934
              For the transition period from _________ to _________

                        Commissions file number 001-13559
                                                ---------

                               RTIN Holdings, Inc.
                 (Name of small business issuer in its charter)
                  Texas                                           75-2337102
     (State of other jurisdiction                              (I.R.S. Employer
   of incorporation or organization)                         Identification No.)

      3218 Page Rd. Longview, Texas                                  75605
(Address of principal executive offices)                           (Zip Code)

                    Issuer's telephone number: (903) 295-6800

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

                                      None

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

                          Common Stock, par value $.01
                                (Title of class)

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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

The Issuer's revenues for the most recent fiscal year were: $1,750,051

The  aggregate  market  value of  common  stock  held by  non-affiliates  of the
registrant based on the sale price of the common stock as reported on the OTC-BB
on  March  18,  2002 was  $2,289,949.  For  purposes  of this  computation,  all
officers,  directors,  and 10% beneficial  owners of registrant are deemed to be
affiliates.  Such  determination  should  not be deemed an  admission  that such
officers,  directors or 10%  beneficial  owners are, in fact,  affiliates of the
registrant.

Number of shares outstanding of each of the Issuer's classes of common stock, as
of March 18, 2002: 2,289,949 shares of common stock, par value $.01.

Transitional Small Business Disclosure Format:  Yes [ ]  No [X]


<PAGE>

                                     PART I

Item 1. DESCRIPTION OF BUSINESS

History

RTIN Holdings, Inc. (the "Company") is a Texas corporation.  On December 7, 2001
the company changed its name from Restaurant  Teams  International,  Inc to RTIN
Holdings,  Inc.  in order to  reflect  the  Company as a  multi-concept  holding
company specializing in the pharmaceutical industry.

In December 2001 the Company  acquired 100% of the stock of MedEx Systems,  Inc.
("MedEx")  and  Pegasus  Pharmacy,  Inc.  ("Pegasus"),   two  New  Orleans-based
corporations  specializing in the electronic  transmission of prescriptions from
physicians  directly to a preferred  pharmacy  provider.  On March 8, 2002, as a
result  of  various   irreconcilable   circumstances  between  the  Company  and
management  of the  two  subsidiaries,  the  Company  signed  a  Settlement  and
Separation  Agreement (the  "Separation  Agreement") in which ownership of MedEx
and  Pegasus  was  returned to the  original  owners and the Company  received a
perpetual,  paid-up  license to utilize,  improve,  resell,  and  distribute the
technology  within a protected  territory in the United States consisting of 158
CMSA's in the United  States and all  international  rights.  The  Company  then
formed two  subsidiaries,  Safe Med Systems,  Inc. ("Safe Med"),  the technology
division charged with duplication and enhancement of the systems, and Safescript
Pharmacies,  Inc. ("Safescript"),  the retail pharmacy division which will focus
on the pain management  sector of the retail pharmacy  industry and will also be
the preferred pharmacy provider for Safe Med.

Company Business - Pharmaceutical Segment

     Products and Services
     ---------------------

The Safescript  division is focusing on servicing the pain management  sector of
the medical  community.  The  pharmacy  does not promote any  non-pharmaceutical
sales and focuses  exclusively on the  distribution of medications  from scripts
generated  by the  Safe Med  technology.  The  Safescript  division  opened  one
Safescript Pharmacy in Longview,  Texas on April 15, 2002 and a second lease has
been secured for a location in Tyler,  Texas with an expected opening of May 29,
2002. The  Safescript  division has targeted 19 pharmacies to be opened in 2002.
In addition, on March 26, 2002 the Company sold the rights to market and operate
the  Safescript  Pharmacy  model  on the  West  Coast of the  United  States  to
RxSystems, Inc, (a Nevada corporation) for $5,000,000,  payable $500,000 in cash
over six months and  100,000  shares of Series A Preferred  stock of  RxSystems,
Inc. The 100,000 shares of Preferred stock are convertible into $4,500,000 worth
of  unregistered  common  stock of  RxSystems,  Inc. at prices  based on average
selling prices over 30 days prior to payment.  RxSystems, Inc. has scheduled the
opening of 10 pharmacy units in 2002. For each pharmacy  RxSystems,  Inc. opens,
Safescript  will be paid a one-time  fee of $10,000 and will  receive an ongoing
royalty of 2% of gross sales from each  pharmacy.  Likewise,  Safe Med will also
receive a $10,000 fee for each pharmacy opened by RxSystems, Inc. and an ongoing
royalty of 2% of gross sales.

The Safe Med division is focusing on duplicating and improving the technology it
acquired  pursuant to the  Separation  Agreement.  The primary  objective  is to
improve on the  technology  in a manner that will keep the product  simple while
adding additional features which the physicians desire. In addition to servicing
the Safescript  division,  Safe Med is also exploring additional vertical market
uses for the Safe Med  technology  products.  Safe Med has entered into one beta
agreement with The Letco Companies (TM), a pharmaceutical  holding  company,  of
Decatur,  Alabama for the purpose of testing whether the product can be utilized
by Safescript Pharmacy and a traditional pharmacy in the same market.

     Competition
     -----------

The Company  believes that it is one of the first companies  engaged in bringing
wireless communication technology to the pharmacy industry. The Company believes
that  it is on the  leading  edge  of  wireless  communications  to  specialized
pharmacies and doctor  practices and therefore is positioned to be a substantial
player in this arena of wireless  communication within the medical industry. The
retail  sale of  pharmaceutical  products  is highly  fragmented  and  extremely
competitive and includes specialty pharmacies, full service pharmacies, discount
pharmacies and in-hospital pharmacies.  Many pharmaceutical outlets are owned by
individuals and do not have greater market presence or financial  resources than
the Company.  Some retail outlets are part of major retail drug store or grocery
store  chains and have  significantly  greater  financial  resources  and market
presence than the Company.  Since Safescript Pharmacies primarily accept scripts

<PAGE>

generated  by the Safe  Med  system  it does not  directly  compete  with  other
pharmaceutical outlets. However, Safe Med competes with other outlets indirectly
by  competing  for the  agreements  with the  doctors  that  write  scripts  for
pharmaceutical products handled by Safescript Pharmacies.

     Major Suppliers
     ---------------

Safescript purchases the majority of its pharmaceutical products,  supplies, and
equipment from McKesson HBOC and Meridian Pharmaceuticals,  Inc., wholesalers of
pharmaceutical products.  Relationships with both wholesalers are believed to be
good.  In the event  that  either  wholesaler  ceased  to supply  pharmaceutical
products to Safescript  for any reason,  the Company  believes that  alternative
sources of wholesale supply would be available on similar terms.

     Patents and Technology
     ----------------------

Safe Med  operates  under a  perpetual,  paid-up  license of certain  technology
originally  created by MedEx and Pegasus.  This  technology  is the subject of a
pending patent application. No assurance can be given that such application will
be  allowed  in whole or in part or as to the  scope of any  patent  that may be
issued in connection with such  application.  In the event that MedEx or Pegasus
ceases to pursue such patent  application,  the Company is  authorized to pursue
such application.

     Government Approvals
     --------------------

Each new  location  of a  Safescript  Pharmacy  must be  licensed  by the  state
government in which it is located.  License  requirements vary from one state to
the next but have  not  been a  significant  impediment  in the past and are not
expected to be a significant  impediment to opening new locations in the future.
In  addition,  each  Safescript  Pharmacy  must be licensed by the Federal  Drug
Enforcement  Agency and, in some states,  the pharmacies  must obtain a separate
controlled  substance  license in order to  dispense  schedule 2 class  drugs in
addition to the general pharmacy license.

Many  of the  pharmaceutical  products  handled  by  Safescript  Pharmacies  are
controlled  substances  within the meaning of schedule 2 class drugs and require
the  Company  to  maintain  records  and report to state  agencies  the names of
persons to whom they are dispensed and the corresponding amounts dispensed.

Company Business - Restaurant Segment

The Company currently operates one full-service  restaurant under the trade name
Street Talk Cafe in The Colony, Texas. The Company's restaurant offers a variety
of food items, including a wide selection of sandwiches, salads, pizzas, steaks,
seafood,  Tex-Mex  and  other  food  items and  desserts.  The  majority  of the
Company's  food items are  prepared  to order using fresh  meats,  cheeses,  and
vegetables.  While the restaurant offers  full-service  casual dining, the menus
are designed to permit quick food  preparation.  The restaurant  offers take-out
service.

     Competition
     -----------

The  Company's   restaurants  operate  in  the  casual  dining  segment  of  the
foodservice industry.  This segment is estimated to be $36 billion per year with
another  $10  billion   estimated  in  the  bar  and  grill   segment.   Brinker
International  operates more brands in the casual dining  segment than any other
company with a total of seven  different  concepts.  Within the Company's  trade
area there are  approximately  six  restaurants  offering  similar casual dining
atmosphere with whom the Company competes for both customers and personnel. Some
of such  competitive  restaurants  are  members of larger  and  better  financed
corporations than the Company and benefit from extensive advertising.

     Employees
     ---------

The Company  employed 52 persons as of April 12, 2002,  including nine executive
and office personnel,  four pharmacy  personnel,  and 39 restaurant  operational
managers and staff.

<PAGE>

Item 2: DESCRIPTION OF PROPERTY

The following table provides  information  with respect to each of the Company's
restaurant  properties.  The Dallas,  The Colony,  and Richardson  buildings are
owned, with a lease on the land. The Dallas and Richardson  locations are leased
by the Company to third parties.

         Location                   Square Feet                Lease Term

         Dallas, Texas              4,500 sq. ft.              February 21, 2015
         Richardson, Texas          4,700 sq. ft.              December 15. 2017
         The Colony, Texas          4,700 sq. ft.              October 15, 2017

The following table provides  information  with respect to each of the Company's
Safescript Pharmacy locations.

         Longview, Texas            1,331 sq. ft.              December 31, 2004
         Tyler, Texas                 850 sq. ft.              May 31, 2004

In addition, the Company leases approximately 3,500 sq. ft. of office space from
Curtis  Swanson (a related party) in Longview,  Texas as its corporate  offices.
The Company believes that all of its facilities are adequate for the purpose for
which they are used.

Item 3. LEGAL PROCEEDINGS

Restaurant  Teams  International,  Inc. vs. Dominion  Capital Fund, Ltd. et. al,
Civil Action Cause No. 99 Civ.  4138 (RJW) (JCF) United States  District  Court,
Southern  District of New York. The Company filed suit against three  investment
funds and their  principals  alleging  fraud and  violation of federal and state
securities  laws in  connection  with a $3 million  investment  in the Company's
convertible debentures. The debentures had a conversion rate based on 80% of the
market  price of the  Company's  common  stock,  which the  Company  alleges was
manipulated downward by illegal short selling in order to obtain a larger number
of conversion  shares.  Defendants have  counterclaimed  alleging default of the
debentures,  breach of  contract,  securities  fraud and common  law  fraud.  On
December 24, 1999 all parties  entered into a  settlement  agreement  addressing
this  action  and then on  February  11th,  2001 the  holders  of the  remaining
$1,996,301 in debentures  agreed to convert the debentures and accrued  interest
into 500,000  (pre-split)  shares of common  stock of the Company and  1,999,920
shares  of the  Company's  Convertible  Exchangeable  Series A  Preferred  Stock
(Series A Stock).  The Series A Stock has a par value of $.10 per  share,  bears
interest  at 10% per  annum on the  face  value of  $1,999,920,  provides  for a
preferred liquidation  preference of $1.00 per share plus any unpaid accumulated
dividends in the event of dissolution,  liquidation or winding up of the Company
and has no voting rights.  The holders of the Series A Stock may at their option
convert  the  Series  A Stock to  common  stock  of the  Company  at any time as
follows:  (a) at one dollar ($1) per share for each share of common stock during
the first twelve months or, (b) after the first twelve (12) months, based on 80%
of the market value of the common stock at the time of  conversion.  The Company
has the right to redeem the Series A Stock upon cash  payment of the  greater of
the market price of the  Company's  common stock prior to  redemption or 110% of
the face value plus accrued but unpaid dividends. It was discovered in 2002 that
the  certificate of designation  filed with the Texas  Secretary of State had an
omission which  invalidated  the issuance of the Series A. Therefore the Company
left the debentures as debt on the books pending a correction to the certificate
of designation.  However,  the Company later  determined that further actions of
impropriety had occurred and retained the firm of O'Quinn & Laminack in Houston,
Texas on a contingency basis to pursue its rights and remedies under the law and
reflected a charge of $700,000 in 2001 against operations in connection with the
contingency  fee agreement.  As a result,  the above  referenced  cause has been
reactivated and the parties are again pursuing legal actions against each other.
The Company is not able to determine the probable  outcome of this case. To this
date there have been no attempts at conversions of the Series A Preferred shares
by the prior debenture holders.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Company  held its annual  meeting of  shareholders  in New  Orleans,  LA on
December 6, 2002.  93.55% of the shares  outstanding were represented  either in
person or by proxy. The following  matters were addressed at this meeting of the
shareholders

<PAGE>

          o    The appointment of directors

               Curtis  Swanson - Appointed by an  affirmative  vote of 70.57% of
               the shares represented.
               Stanley L. Swanson - Appointed by an  affirmative  vote of 70.57%
               of the shares represented.
               Owen Gilbert - Appointed by an affirmative  vote of 70.51% of the
               shares represented.
               Ann E. Rau - Appointed  by an  affirmative  vote of 70.62% of the
               shares represented.

          o    The   approval   of  a  name   change   from   Restaurant   Teams
               International,  Inc.  to RTIN  Holdings,  Inc. -  Approved  by an
               affirmative vote of 93.38% of the shares represented.

          o    The approval of Killman,  Murrell & Company, P.C. to serve as the
               companies  auditors for the 2000 and 2001 accounting  periods.  -
               Approved  by  an  affirmative   vote  of  93.45%  of  the  shares
               represented.

          o    The  approval of a 50:1  reverse  split of the  Company's  common
               stock from  50,000,000  to  1,000,000  shares.  - Approved  by an
               affirmative vote of 70.56% of the shares represented.

          o    The approval of a re-authorization  of common stock to 25,000,000
               shares. - Approved by an affirmative vote of 70.19% of the shares
               represented.

Subsequent  to this meeting on March 8, 2002,  Ms. Ann Rau resigned her position
as director as part of the Separation Agreement.

No other matters were brought before the shareholders at this meeting.

                                     PART II

Item 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  Company's  Common Stock began  trading on the OTC Bulletin  Board under the
symbol  FLTT on May 9, 1997 and to RTNH on October  26,  2001.  Such  symbol was
changed  to RTIN  in  September  1998.  The  Company's  stock  was  subsequently
de-listed from the OTC Bulleting Board for lack of reporting in May of 2001. The
Company  brought all of its  filings  current in an effort to regain its listing
which occurred October 26, 2001. The following table sets forth for the quarters
indicated the high and low bid prices of the Company's  Common Stock as reported
by the National Quotation Bureau, Inc. as adjusted for the 50 to 1 reverse split
affected on December 17, 2001. The prices reflect inter-dealer  prices,  without
retail  mark-up,   mark-down  or  commissions  and  may  not  represent   actual
transactions.

         2000                                        High              Low
                                                     -----------------------
     First Quarter...............................    $68.75           $17.19
     Second Quarter..............................    $50.00           $16.00
     Third Quarter...............................    $23.44           $3.50
     Fourth Quarter..............................    $13.25           $1.55

          2001                                       High              Low
                                                     ----------------------
     First Quarter...............................    $5.00            $1.50
     Second Quarter..............................    $6.75            $0.05
     Third Quarter...............................    $5.00            $0.05
     Fourth Quarter..............................    $18.00           $0.05


As of December 31, 2001,  the Company  estimates  that there were  approximately
1,200 beneficial  owners of the Company's Common Stock,  and  approximately  400
holders of record.

Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS ON PLAN OF OPERATION

                           Forward-Looking Statements
                           --------------------------

This Annual Report on Form 10-KSB includes forward-looking statements within the
meaning  of  Section  27A of  The  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange   Act"),   which  can  be  identified  by  the  use  of
forward-looking  terminology  such  as  "may,"  "believe,"  "expect,"  "intend,"

<PAGE>

"anticipate,"  "estimate"  or  "continue"  or  the  negative  thereof  or  other
variations  thereon  or  comparable  terminology.   All  statements  other  than
statements of historical fact included in this Form 10-KSB, are  forward-looking
statements.  Although the Company  believes that the  expectations  reflected in
such  forward-looking  statements are reasonable,  it can give no assurance that
such  statements,  including  certain risks and  uncertainties  that could cause
actual results to differ materially from the Company's expectations  (Cautionary
Statements)  are  disclosed  in this Form 10-KSB.  Important  factors that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements  herein include,  but are not limited to, the newness of the Company,
the  need  for  additional  capital  and  additional  financing,   unanticipated
litigation, the inability to obtain patent protection on certain technology, the
acceptance of wireless communication  technology by the medical profession,  the
development of competing  technologies,  the Company's limited experience in the
medical  technology  industry,  the Company's  limited  restaurant base, lack of
geographic  diversification,  the risks  associated  with  expansion,  a lack of
marketing experience and activities,  risks of franchising,  seasonability,  the
choice  of  site  locations,  development  and  construction  delays,  need  for
additional personnel,  increases in operating and food costs and availability of
supplies,  significant industry competition,  government  regulation,  insurance
claims and the ability of the  Company to meet its stated  business  goals.  All
subsequent  written  and oral  forward-looking  statements  attributable  to the
Company  or  persons  acting on its  behalf  are  expressly  qualified  in their
entirety by the Cautionary Statements.

The following  discussion of the results of operations  and financial  condition
should be considered in connection  with the Audited  Financial  Statements  and
related Notes thereto included herein.

                                    Overview
                                    --------

The Company was  organized in June 1990 as Bosko's,  Inc.  under the laws of the
State of  Delaware.  In November  1992 the  Company  changed its name to Fresh'n
Lite,  Inc., and in November 1995 the Company merged into its wholly owned Texas
subsidiary  named F'NL,  Inc.  Immediately  following the merger,  the surviving
Texas  corporation  changed its name to Fresh'n Lite, Inc. On September 15, 1998
the Company  changed its name to  Restaurant  Teams  International,  Inc. and on
December 7, 2001 the Company  changed  its name to RTIN  Holdings,  Inc. to more
accurately   reflect  the  direction   management  is  taking  with  respect  to
positioning  the  Company  as a  pharmaceutical  holding  company.  The  Company
currently owns and operates one Street Talk Cafe restaurant in The Colony, Texas
and two subsidiary  divisions,  Safe Med Systems, Inc. (a Texas corporation) and
Safescript  Pharmacies,  Inc.  (a  Texas  corporation).   Under  the  Safescript
Pharmacies  division the Company has one pharmacy in Longview Texas and a second
pharmacy  leased and being built out in Tyler,  Texas with an opening  scheduled
for May 27, 2002.

During  the first  three  quarters  of 2001 the  Company  did not have  auditors
engaged to review its quarterly reports o Form 10-QSB.  During the audit process
the Company  discovered  errors in the quarterly filings which will be corrected
and  filed  as  amendments  to  its  quarterly   reports  on  Form  10-QSB/A  as
expeditiously as possible.

The following  results of operations  are based on the Company's  prior business
model in the restaurant  industry.  The Company  entered a new business  segment
beginning  December  5, 2001  which is  expected  to  significantly  affect  the
Company's  results of  operations  and the following  information  should not be
indicative of future results of operations.

                              Results of Operations
                              ---------------------

Comparison of Year Ended December 31, 2000 and December 31, 2001.

Revenues.  Restaurant  sales from the continuing  location for fiscal year ended
December  31, 2000 were  $739,676.  Revenues  from the  continuing  location for
fiscal year ended December 31, 2001 were  $1,199,825,  a 62% increase from 2000.
The 62% increase in revenues from 2000 is attributed to the rise in sales at the
Company's Colony location.

Revenues and costs of sales from discontinued locations in 2000 represent sales
and expenses of the eight Tanners locations, which the Company acquired in
February of 2000. In November of 2000, the Company decided to dispose of the
Tanners locations because of declining sales and the geographic dislocation of
these operations from the Company's headquarters. Four Tanners locations were
sold in 2000 for a net gain of $100,268 and the remaining four Tanners locations
were sold in February of 2001 for a gain of $105,823.

<PAGE>

Costs and  Expenses.  Operating  costs and  expenses  for the fiscal  year ended
December 31, 2001  decreased by  $2,690,352  or 40% to $4,080,105 as compared to
$6,770,457  for the  corresponding  period ended  December 31, 2000. The primary
reason for the decline in operating costs and expenses was the decrease in costs
of sales for the  discontinued  locations  of  $3,465,666.  Their  decrease  was
partially  offset by an  increase  in general  and  administrative  expenses  of
$901,202.  The increase in general and administrative  expenses is the result of
an  increase  in legal fees of $583,986  associated  with the law suit  activity
discussed under Legal Proceedings and an increase in consulting fees of $282,606
for services  rendered in connection  with the company trying to find additional
capital.  In 2001  interest  expense  decreased  by $622,163 to  $393,318,  from
$1,015,481 in 2000.  The decrease in interest  costs is a result of the decrease
of  $611,095  of  interest  costs  associated  with  the  debentures   including
settlements with the debenture holders.

Net Loss. The Company had a net loss for the fiscal year ended December 31, 2001
of $2,727,032 compared to net loss of $9,598,566 for fiscal year ended December
31, 2000. Over the course of 2001 the Company underwent a reorganization plan
and as such eliminated its Tanners restaurant division. The net loss in 2000 is
attributed primarily to the charge off of the expenses associated with the
Fatburger acquisition, the write off of the Regulatory Solutions acquisition
costs, and losses on foreclosures.



                         Liquidity and Capital Resources
                         -------------------------------

In February of 2001,  the Company and the holders of  $1,996,301  principal  and
$422,600 in accrued interest on the debentures  agreed to convert the debentures
and accrued  interest  into  500,000  (pre-split)  shares of common stock of the
Company and 1,999,920 shares of the Company's Convertible  Exchangeable Series A
Preferred Stock (Series A Stock). The Series A Stock has a par value of $.10 per
share, bears interest at 10% per annum on the face value of $1,999,920, provides
for a  preferred  liquidation  preference  of $1.00  per share  plus any  unpaid
accumulated dividends in the event of dissolution,  liquidation or winding up of
the Company and has no voting  rights.  The holders of the Series A Stock may at
their  option  convert the Series A Stock to common  stock of the Company at any
time as follows: (a) at one dollar ($1) per share for each share of common stock
during the first twelve months or, (b) after the first twelve (12) months, based
on 80% of the market  value of the common stock at the time of  conversion.  The
Company  has the right to redeem  the  Series A Stock  upon cash  payment of the
greater of the market price of the Company's common stock prior to redemption or
110% of the face value plus accrued but unpaid dividends.  In January of 2002 it
was  discovered  that the  certificate  of  designation  filed  with  the  Texas
Secretary of State had an omission which  invalidated the issuance of the Series
A.  Therefore  the Company left the  debentures  as debt on the books  pending a
correction to the  certificate of  designation,  which it expects to complete in
the current fiscal year.

In 2001 the Company sold 1,108,317 (pre-split) restricted shares of common stock
in five  separate  private  equity  transactions  for  $52,452 to five  separate
existing shareholders. The Company issued 1,100,000 shares of Series C Preferred
stock of the Company in a private placement to the existing  shareholders of the
Company.  The Series C Preferred  shares were sold for $.02 and three  shares of
common  stock  (pre-split)  each and resulted in a total of $110,000 in cash and
the acquisition of 16,500,000 shares of (pre-split) common stock In January 2002
it was  discovered  that  that  the  Company  failed  to file a  certificate  of
designations with respect to the Series C Preferred shares.  The Company intends
to conduct a  registered  rescission  offer with  respect to all  holders of the
Series C Preferred  shares.  In the mean time, the proceeds from the sale of the
Series C Preferred shares are reflected as a rescission liability and the shares
of common stock tendered for the Series C Preferred shares are shown as treasury
shares.. The Company also sold 115,908 of post reverse split treasury shares for
$542,100 and sold 150,000 of post split common stock for $270,000.  The proceeds
of the stock sales were used to fund losses from  operations  and the investment
in MedEx and  Pegasus  which was  later  reduced  to an  investment  in  Medical
Technology Software pursuant to the terms of the Separation Agreement.

Curtis A. Swanson, a principal of the Company lent $175,000 to the Company under
the terms of a note which is due on August 27, 2002 along with interest at 6%.

Cash flow from operations is not sufficient to fund the Company's  business plan
and the Company will require  additional capital for research and development of
the Safe Med Systems  technology and the  construction of additional  Safescript
Pharmacies.  The Company  intends to obtain the necessary funds for operation by
licensing the use of the Safe Med and  Safescript  technology to third  persons,
obtaining  extended  payment terms from its suppliers,  incurrence of additional
indebtedness,  or sale of equity interests in the Company. There is no assurance
that  sufficient  funds  will be  available  from such  sources  and the lack of
sufficient funds may adversely impact the realization of the Company's  business
goals.

<PAGE>

Item 7.  FINANCIAL STATEMENTS


                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                          F-1

Financial Statements

  Consolidated Balance Sheets as of December 31, 2001 and 2000              F-2

  Consolidated Statements of Operations for the years ended
    December 31, 2001 and 2000                                              F-4

  Consolidated Statements of Stockholders' Equity (Deficit) for the
    years ended December 31, 2001 and 2000                                  F-5

  Consolidated Statements of Cash Flows for the years ended
    December 31, 2001 and 2000                                              F-7

   Notes to Consolidated Financial Statements                               F-11





<PAGE>

                        Killman, Murrell & Company, P.C.
                          Certified Public Accountants

505 N. Big Spring, Suite 603   1931 E. 37th, Suite 7   4049 St. Christopher Lane
   Midland, Texas 79701         Odessa, Texas 79762        Dallas Texas 75287
      (915) 686-9381         (915) 363-0067/550-4910        (972) 862-3975
    Fax (915) 684-6722          Fax (915) 363-0376         Fax (915) 363-0376


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors and Stockholders
RTIN Holdings, Inc.
Longview, Texas

We have audited the accompanying  consolidated  balance sheets of RTIN Holdings,
Inc. (a Texas  Corporation) and Subsidiary as of December 31, 2001 and 2000, and
the  related  consolidated   statements  of  operations,   stockholders'  equity
(deficit) and cash flows for the years then ended. These consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of RTIN Holdings,  Inc.
as of December 31, 2001 and 2000, and the results of their  operations and their
cash flows for the years then ended, in conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 13 to
the  consolidated  financial  statements,  the Company's  significant  operating
losses raise substantial doubt about its ability to continue as a going concern.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.


KILLMAN, MURRELL & COMPANY, P.C.
Dallas, Texas
April 29, 2002



                                   (Continued)
                                      F - 1


<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                           DECEMBER 31, 2001 AND 2000


                                     ASSETS

                                                                       2001           2000
                                                                   -----------    -----------
<S>                                                                <C>            <C>
CURRENT ASSETS
   Cash                                                            $     8,355    $    49,452
   Inventories                                                           6,505         30,981
   Marketable Securities                                                  --           24,140
   Trade Accounts Receivable, Net of Allowance for Uncollectible
     Accounts of $2,311                                                   --            1,970
                                                                   -----------    -----------

              TOTAL CURRENT ASSETS                                      14,860        106,543
                                                                   -----------    -----------

PROPERTY AND EQUIPMENT, at cost
   Buildings and Leasehold Improvements                              2,425,651      2,425,651
   Furniture, Fixtures and Equipment                                   794,522      1,091,092
   Vehicles                                                             29,950         29,950
                                                                   -----------    -----------
                                                                     3,250,123      3,546,693
   Accumulated Depreciation                                           (876,358)      (662,149)
                                                                   -----------    -----------

         NET PROPERTY AND EQUIPMENT                                  2,373,765      2,884,544
                                                                   -----------    -----------

OTHER ASSETS
   Assets Held For Sale, net of $80,000 and $68,786 reserve for
Impairment                                                                --          257,000
   Cost of Medical Technology Software                                 358,753           --
                                                                   -----------    -----------

         TOTAL OTHER ASSETS                                            358,753        257,000
                                                                   -----------    -----------


              TOTAL ASSETS                                         $ 2,747,378    $ 3,248,087
                                                                   ===========    ===========
</TABLE>


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

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                                         2001            2000
                                                                    ------------    ------------
<S>                                                                 <C>             <C>
CURRENT LIABILITIES
   Cash Overdrafts                                                  $     14,539    $       --
   Notes Payable-Note 4                                                2,159,641       1,764,819
   Accounts Payable                                                      317,056         446,869
   Accrued Expenses and Other Liabilities - Note 3                     1,139,170         967,976
   Income Taxes Payable                                                     --            10,000
   Amounts Due Related Parties - Note 6                                     --            47,500
                                                                    ------------    ------------

         TOTAL CURRENT LIABILITIES                                     3,630,406       3,237,164
                                                                    ------------    ------------


DEFERRED LIABILITIES                                                      48,958          32,638

CONVERTIBLE DEBENTURES - Note 5                                        1,996,301       1,996,301
                                                                    ------------    ------------

         TOTAL LIABILITIES                                             5,675,665       5,266,103
                                                                    ------------    ------------

COMMITMENTS AND CONTINGENCIES - Notes 10 and 13                             --

STOCKHOLDERS' DEFICIT
   Common Stock, $.01 par value, 25,000,000 and 50,000,000 shares
authorized;1,029,082 and 36,581,346 shares issued and outstanding
     (including 5,000,000 shares held in escrow in 2000)                  10,291         365,814
   Additional Paid-In Capital                                         14,532,483      12,265,653
   Retained Deficit                                                  (16,603,059)    (13,876,027)
                                                                    ------------    ------------

                                                                      (2,060,285)     (1,244,560)

     Less: 197,162 and 403,500 Treasury Shares, at Cost                 (868,002)       (773,456)
                                                                    ------------    ------------

         TOTAL STOCKHOLDERS' DEFICIT                                  (2,928,287)     (2,018,016)
                                                                    ------------    ------------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                                    $  2,747,378    $  3,248,087
                                                                    ============    ============
</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements
                                      F - 3
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                  2001           2000
                                                              -----------    -----------
<S>                                                           <C>            <C>
REVENUES
   Restaurant Sales - Continuing Location                     $ 1,199,825    $   739,676
   Restaurant Sales - Discontinued Locations                      302,318      4,332,403
   Rental Income                                                  247,908        284,218
                                                              -----------    -----------
              TOTAL REVENUES                                    1,750,051      5,356,297
                                                              -----------    -----------

OPERATING COSTS AND EXPENSES
   Cost of Sales - Continuing Location                          1,231,424      1,060,436
   Cost of Sales - Discontinued Locations                         642,617      4,108,283
   General and Administrative Expenses                          1,810,567        909,365
   Depreciation and Amortization                                  315,497        390,942
   Impairment of Assets                                            80,000        301,431
                                                              -----------    -----------
              TOTAL OPERATING COSTS AND EXPENSES                4,080,105      6,770,457
                                                              -----------    -----------

              LOSS FROM OPERATIONS                             (2,330,054)    (1,414,160)
                                                              -----------    -----------

NON-OPERATING INCOME (EXPENSE):
   Interest Expense                                              (393,318)    (1,015,481)
   (Loss) on Foreclosure of Restaurant Building - Note 4             --         (557,363)
   (Loss) on Abandonment of Fatburger Acquisition - Note 2           --       (4,156,632)
   (Loss) on Foreclosure of Office Buildings - Note 2 and 6      (119,483)    (1,286,155)
   (Loss) on Recision of RSI Acquisition - Note 2                    --       (1,269,043)
   Gain (Loss) on Sales of Assets                                 105,823        100,268
                                                              -----------    -----------
              TOTAL NON-OPERATING INCOME (EXPENSE)               (406,978)    (8,184,406)
                                                              -----------    -----------

              (LOSS) BEFORE INCOME TAXES                       (2,737,032)    (9,598,566)

INCOME TAX BENEFIT - Note 7                                        10,000           --
                                                              -----------    -----------

              NET LOSS                                        $(2,727,032)   $(9,598,566)
                                                              ===========    ===========

NET LOSS PER COMMON SHARE, basic and dilutive                 $     (3.74)   $    (34.12)
                                                              ===========    ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING,
   Basic and Dilutive                                             728,475        281,303
                                                              ===========    ===========
</TABLE>


              The accompanying notes are an integral part of these
                        consolidated financial statements
                                      F - 4

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                                                          Notes
                                                                                                        Receivable         Total
                                      Common Stock          Additional                                     from        Stockholders'
                               --------------------------    Paid-In       Retained      Treasury        Related          Equity
                                  Shares        Amount       Capital       (Deficit)        Stock        Parties         (Deficit)
                               ------------  ------------  ------------  ------------   ------------   ------------    ------------
<S>                            <C>           <C>           <C>           <C>            <C>            <C>             <C>
Balance, January 1, 2000       $ 14,941,506  $    149,416  $  8,921,335  $ (3,311,120)  $   (761,150)  $   (366,743)   $  4,631,738

 Issuance of Common Stock in
   connection with RSI
   acquisition
   Note - 2                       1,000,000        10,000       940,000          --             --             --           950,000

 Common Stock issued in
   connection with debenture
   conversions                    9,858,932        98,589       920,110          --             --             --         1,018,699

 Common Stock issued in
   extinguishment of debt        10,680,908       106,809       293,191          --             --             --           400,000

 Common Stock issued in
   extinguishments of amounts
   owed to law firm                 100,000         1,000        74,000          --             --             --            75,000

 Value assigned to beneficial
   conversion rights in
   connection with the sale of
   debentures in 2000                  --            --         174,000          --             --             --           174,000

 Cash capital contribution             --            --         280,000          --             --             --           280,000

 Fair Market Value of 730,512
   shares of Ness Energy
   International, Inc. common
   stock contributed to the
   Company by a major
   shareholder                         --            --         637,711          --             --          366,743       1,004,454

 Fair Market Value of common
   stock  of Company
   contributed by major
   shareholder                         --            --          25,306          --          (12,306)          --            13,000

 Distribution of Ness
   common stock to shareholders        --            --            --        (966,341)          --             --          (966,341)


 Net Loss                              --            --            --      (9,598,566)          --             --        (9,598,566)
                               ------------  ------------  ------------  ------------   ------------   ------------    ------------


Balance, December 31, 2000       36,581,346       365,814    12,265,653   (13,876,027)      (773,456)          --        (2,018,016)
                               ------------  ------------  ------------  ------------   ------------   ------------    ------------

Shares issued to law firm
  for legal services                200,000         2,000         6,000          --             --             --             8,000

Shares issued to debenture
  holders for interest              500,000         5,000       417,100                         --             --           422,100

Shares issued to executive
  offices for services            1,064,437        10,644        55,965          --             --             --            66,609

 Sales of Common Stock
   Pre Split                      1,108,317        11,083        41,369          --             --             --            52,452

 Acquisition of treasury
   stock from
   xecutive officer                    --            --            --            --           (5,000)          --            (5,000)

 Treasury stock issued for
   acquisition                         --            --          25,000          --            5,000           --            30,000
</TABLE>

                                   (Continued)
              The accompanying notes are an integral part of these
                        consolidated financial statements
                                      F - 5

<PAGE>
<TABLE>
<CAPTION>



                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   (CONTINUED)

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                                                           Notes
                                                                                                        Receivable         Total
                                   Common Stock             Additional                                     from        Stockholders'
                             ---------------------------     Paid-In        Retained      Treasury        Related         Equity
                                Shares         Amount        Capital       (Deficit)        Stock         Parties        (Defecit)
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------
<S>                          <C>            <C>            <C>            <C>            <C>            <C>            <C>
Shares issued for legal            10,000        100,000           --             --             --             --          100,000
  services

Shares received in
  settlement of
  RSI rescission                 (500,000)        (5,000)         5,000           --             --             --             --

Cancellation of escrowed
  shares                       (5,000,000)       (50,000)        50,000           --             --             --             --

Receipt of Ness Energy stock
  which was distributed
  in 2000                            --             --           50,000           --             --             --           50,000

Treasury Shares Received In
  Connection with Series C
  Stock Sales                        --             --          165,000           --         (165,000)          --             --

Sale of Treasury Shares              --             --          484,146           --           57,954           --          542,100


Treasury Shares Issued
  For Services                       --             --          250,000           --           12,500           --          262,500


Fair Market Value of Common
  stock Contributed By
  Major Shareholder for Legal
  Fees                               --             --           18,000           --             --             --           18,000


Effect of 50 to 1 reverse     (43,075,018)      (430,750)       430,750           --             --             --             --
  split

Sale of Common Stock Post
  Reverse Split                   150,000          1,500        268,500           --             --             --          270,000


Net Loss                             --             --             --       (2,727,032)          --             --       (2,727,032)
                             ------------   ------------   ------------   ------------   ------------   ------------   ------------


Balance, December 31, 2001      1,029,082   $     10,291   $ 14,532,483   $(16,603,059)  $   (868,002)  $       --     $ (2,928,287)
                             ============   ============   ============   ============   ============   ============   ============
</TABLE>



              The accompanying notes are an integral part of these
                        consolidated financial statements
                                      F - 6

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                                                       2001           2000
                                                                   -----------    -----------
<S>                                                                <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Loss                                                        $(2,727,032)   $(9,598,566)
   Adjustments to Reconcile Net Loss to Net Cash Used By
     Operating Activities
       Depreciation and Amortization                                   315,497        390,942
       Amortization of Discount and Issuance Costs on
         Convertible Debentures                                           --          159,304
       (Gain) on Sales of Assets                                      (105,823)      (100,268)
       Benefit for Deferred Income Taxes                               (10,000)          --
       Stock for Services                                              447,109           --
       Notes Payable Issued for Legal Fees                             500,000           --
       Interest Added to Note Balance                                     --          122,900
       Lawsuit Settlement Paid by Shareholder                             --           13,000
       Write-Down and Impairment of Assets                              80,000        301,431
       Beneficial Conversion Feature in Issuance of Common Stock          --          174,000
        Loss on Foreclosure of Restaurant Building                     119,483        557,363
        Loss on Abandonment of Fatburger Acquisition                      --        4,156,632
        Loss on Foreclosure of Corporate Office Building                  --        1,286,155
        Loss on Recision of RSI Acquisition                               --        1,269,043
   Changes in Operating Assets and Liabilities
       Decrease (Increase) in Inventories                                  581        (23,040)
       Increase in Accounts Receivable                                    --           (1,970)
       Decrease in Market Value of Marketable Securities                24,140         13,973
       Decrease (Increase) in Prepaid Expenses                           1,970         18,657
       Decrease in Federal Income Tax Receivable                          --           38,030
       Increase in Cash Overdrafts                                      14,539           --
       Increase (Decrease) in Accounts Payable                        (137,401)       333,437
       Increase in Accrued Expenses and Other Liabilities              643,294        686,979
       Increase (Decrease) in Deferred Liabilities                      16,320          7,819
                                                                   -----------    -----------

              NET CASH USED IN OPERATING ACTIVITIES                   (817,323)      (194,179)
                                                                   -----------    -----------
</TABLE>



                                   (Continued)
              The accompanying notes are an integral part of these
                        consolidated financial statements
                                      F - 7


<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                2001           2000
                                                            -----------    -----------
<S>                                                         <C>            <C>
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of Property and Equipment                     $      --      $   (28,165)
     Purchase of Tanners Restaurants                               --         (535,890)
     Purchase of Rights to Software                            (508,753)          --
     Sale of Rights to Software                                 150,000           --
     Proceeds from Sales of Property and Equipment              325,000        307,445
     Payments in Connection with RSI Acquisition                   --         (319,043)
     Payments in Connection with Acquisition of Fatburger          --         (295,000)
                                                            -----------    -----------

              NET CASH USED IN INVESTING ACTIVITIES             (33,751)      (870,653)
                                                            -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds From Issuance of Long-Term Debt                      --          110,588
     Principal Payments On Long-Term Debt                        (7,073)       (16,325)
     Proceeds from Issuance of Notes Due Related Parties           --          113,500
     Cash Contributed to Capital by Shareholder                    --          280,000
     Payments on Notes Due to Related Parties                   (47,500)       (66,000)
     Proceeds from Issuance of Convertible Debentures              --          690,000
     Proceeds from Sales of Common Stock                        864,552           --
                                                            -----------    -----------

              NET CASH PROVIDED BY FINANCING ACTIVITIES         809,979      1,111,763
                                                            -----------    -----------

NET INCREASE (DECREASE) IN CASH                                 (41,097)        46,931

CASH AT BEGINNING OF YEAR                                        49,452          2,521
                                                            -----------    -----------

CASH AT END OF YEAR                                         $     8,355    $    49,452
                                                            ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION
   Interest Paid                                            $     6,223    $    42,424
                                                            ===========    ===========
   Income Taxes Paid                                        $      --      $      --
                                                            ===========    ===========
</TABLE>



                                   (Continued)
                                      F - 8

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                            2001           2000
                                                                        -----------    -----------
<S>                                                                     <C>            <C>
NON-CASH INVESTING AND FINANCING TRANSACTIONS
   Debentures Converted to Common Stock                                 $      --      $(1,018,699)
   Common Stock Issued For Interest                                           5,000           --
   Additional Paid in Capital Created from Interest                         417,100           --
   Accrued Interest Settled for Common Stock                               (422,100)          --
   Common Stock Issued for Debentures                                          --           98,589
   Additional Paid-In Capital from Debenture Conversions                       --          920,110
   Marketable Securities Received                                              --        1,004,454
   Receivable from Related Party Paid by Receipt of Marketable
     Securities                                                                --         (366,743)
   Marketable Securities Distributed as a Dividend                             --         (966,341)
   Charge to Retained Deficit for Non-Cash Distribution                        --          966,341
   Accounts Payable Settled for Common Stock                                   --           75,000
   Common Stock Issued for Legal Service                                       --           (1,000)
   Additional Paid-In Capital Created for Legal Service                        --          (74,000)
   Settlement of Long-Term Debt for Issuance of Common Stock                   --          400,000
   Common Stock Issued for Settlement of Long-Term Debt                        --         (106,809)
   Additional Paid-In Capital Created in Settlement of Long-Term Debt          --         (293,191)
   Additional Paid-In Capital from Ness Energy International, Inc.
     Common Stock                                                          (637,711)
   Foreclosure on Restaurant Building                                       137,517           --
   Reduction in Notes Payable for Value of Foreclosed Buildings            (137,517)          --
   Acquisition of McConnells                                                (80,000)          --
   Notes Payable Issued for McConnells                                       50,000           --
   Treasury Stock Issued for McConnells                                      30,000           --
   Decrease in Notes Payable for Property Taxes, Transferred to
     Accounts Payable                                                       (10,588)          --
   Increase in Accounts Payable for Taxes Transferred from
     Notes Payable                                                           10,588           --
   Reduction in Common Stock Due to Reverse Stock Split                    (430,750)          --
   Additional Paid In Capital From Reverse Stock Split                      430,750           --
   Reduction in Common Stock Due to Cancellation of Escrowed Shares         (50,000)          --
   Additional Paid In Capital from Cancellation of Escrowed Shares           50,000           --
   Settlement of Accrued Liability by Distribution of Ness Stock
     Received From RSI                                                      (50,000)          --
   Receipt of Ness Share Distributions in 2000                               50,000)          --
</TABLE>


                                   (Continued)
              The accompanying notes are an integral part of these
                        consolidated financial statements
                                      F - 9

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                    2001         2000
                                                                  ---------    ---------
<S>                                                               <C>          <C>
Acquisition of Treasury Stock as Accounts Payable                    (5,000)        --
Increase in Accounts Payable from Acquisition of Treasury Stock       5,000         --
Decrease in Common Stock From Cancellation of RSI Shares             (5,000)        --
Additional Paid In Capital from Cancellation of RSI Stock             5,000         --
                                                                  ---------    ---------
                                                                  $    --      $
                                                                  =========    =========
</TABLE>







                                   (Continued)
                                     F - 10


<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS

     RTIN Holdings,  Inc. ("the  Company"),  a Texas  Corporation,  was formerly
     known as Restaurant  Teams  International,  Inc. Prior to December of 2001,
     the Company had owned and operated full service restaurants, principally in
     the Dallas,  Texas  metropolitan area and as of December 31, 2001, owns and
     operates one restaurant and owns two other  restaurant  facilities which it
     leases to other operators.

     The accompanying  financial  statements include the accounts of the Company
     and its wholly owned subsidiary  RTOSF,  Inc. All significant  intercompany
     balances and transactions have been eliminated in the consolidation.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Financial Instruments
     ---------------------

     The Company's  financial  instruments at December 31, 2001 and 2000,  other
     than cash and accounts  payable,  include  long-term  debt and  convertible
     debentures.  Management  believes  the fair values of the a long-term  debt
     approximate  their  carrying  values based on the present value of expected
     future  cash flows  discounted  at  interest  rates  commensurate  to rates
     currently  offered in  connection  with  instruments  of similar  terms and
     maturities.  Due to the terms of the  convertible  debentures  discussed in
     Note  5,  the  fair  value  of the  convertible  debentures  has  not  been
     determined.

     Statements of Cash Flows
     ------------------------

     For purposes of the  statements  of cash flows,  the Company  considers all
     highly  liquid  investments  with a maturity of three  months or less to be
     cash equivalents.

     Inventories
     -----------

     Inventories consist of food, beverage items and paper supplies. Inventories
     are stated at the lower of cost (first-in, first-out method) or market.

     Property and Equipment
     ----------------------

     Property  and  equipment  are  depreciated  using  straight-line   methods.
     Buildings are depreciated  over 20 years, the estimated useful lives of the
     assets.  Furniture and equipment are depreciated  over the estimated useful
     lives  of the  assets,  which  range  from  three to ten  years.  Leasehold
     improvements  are amortized  over the lesser of the lease term or estimated
     useful life of the improvements, which range from five to fifteen years.


                                   (Continued)
                                     F - 11

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Major  improvements,  which  significantly  extend  the useful  lives,  are
     capitalized  and  depreciated   over  the  remaining  useful  life  of  the
     underlying  asset.  Maintenance  and repair costs are expensed as incurred.
     The cost of  properties  sold,  or  otherwise  disposed of, and the related
     accumulated depreciation or amortization are removed from the accounts, and
     any gains or losses are reflected in current operations.

     Accounting for Long-Lived Assets
     --------------------------------

     The  Company   evaluates   long-lived   assets  and  certain   identifiable
     intangibles  to be held and used in the  business for  impairment  whenever
     events and changes in circumstances indicate that the carrying amount of an
     asset  may be  impaired.  In  these  circumstances,  the  estimated  future
     undiscounted  cash flows  associated  with the asset are compared  with the
     asset's  carrying  value to determine  if a  write-down  to market value or
     discounted cash flow is required.

     Assets Held for Sale
     --------------------

     At December 31, 2000,  the Company had classified as "Assets Held for Sale"
     a building  located on leased property which was recorded at estimated fair
     value of $257,000, net of an impairment allowance of $68,786.  During 2001,
     the  building  was  foreclosed  on and  the  Company  recognized  a loss of
     $119,483 on the foreclosure.

     Revenue Recognition
     -------------------

     Sales and related  costs are  recognized  by the  Company  upon the sale of
     products at restaurant locations.

     Advertising Costs
     -----------------

     All  advertising  and  promotional  costs are expensed when  incurred.  The
     Company  incurred   approximately  $88,523  and  $6,000  in  marketing  and
     advertising expenses in 2001 and 2000, respectively.

     Comprehensive Income
     --------------------

     In June 1997, SFAS No. 130, "Reporting  Comprehensive  Income," was issued.
     This  statement  establishes  standards  for the  reporting  and display of
     comprehensive income and its components in the financial statements.  As of
     December 31, 2001 and 2000, the Company had no items that  represent  other
     comprehensive  income  and,  therefore,  has not  included  a  schedule  of
     comprehensive income in the financial statements.



                                   (Continued)
                                     F - 12

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Income Taxes
     ------------

     The Company  accounts for income taxes using the  liability  method.  Under
     this method,  deferred tax assets and liabilities  are determined  based on
     differences  between the financial  reporting basis and tax basis of assets
     and  liabilities,  and are  measured  using the  enacted tax rates and laws
     which will be in effect when the differences are expected to reverse.

     Per Share Data
     --------------

     Basic  earnings  (loss) per share (EPS) is  computed by dividing  income or
     loss  available to common  stockholders  by the weighted  average number of
     common shares outstanding. Diluted EPS includes potentially dilutive common
     shares outstanding during the period. Potentially dilutive common shares in
     connection with stock options, warrants and shares issuable upon conversion
     of the  Convertible  Debentures  totaling  approximately  28,870 and 23,780
     shares  for 2001 and  2000,  respectively,  were not  included  as they are
     anti-dilutive.

     Stock-Based Compensation
     ------------------------

     The Company  measures  stock-based  employee  compensation  costs using the
     intrinsic value method  prescribed by Accounting  Principles  Board Opinion
     No.  25,   "Accounting   for   Stock-Based   Compensation,"   and   related
     interpretations. Accordingly, compensation cost for stock options and other
     stock-based  employee  awards is  measured  as the  excess,  if any, of the
     quoted market price of the Company's common stock at the date of grant over
     the amount the employee must pay to acquire the stock.  The Company granted
     5,000 stock  options to two executive  employees  during 2001 at $11.50 per
     share (the quoted market price of the Company's common stock on the date of
     grant,  as adjusted  for the 50 to 1 reverse  stock  split on December  17,
     2001).  No stock  options were granted  during the year ended  December 31,
     2000.

     Liquidity
     ---------

     The Company has experienced significant net losses in 2001 and 2000 and has
     a working capital deficit of $3,615,546 at December 31, 2001. A significant
     portion of the net losses resulted from non-cash charges.

     Use of Estimates
     ----------------

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported  amounts of assets and liabilities at
     the date of the financial  statements and the reported  amounts of revenues
     and expenses  during the  reporting  period and  disclosures  of contingent
     assets and liabilities. Actual results could differ from those estimated.



                                   (Continued)
                                     F - 13

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Concentrations of Credit Risk
     -----------------------------

     The  Company  places  its  cash  in what it  believes  to be  credit-worthy
     financial  institutions.  Cash  balances may exceed FDIC insured  levels at
     times during the year.  As of December 31,  2001,  no balance  exceeded the
     FDIC insured limits.

     Acquisitions
     ------------

     In 1999,  as amended in March 2000,  the Company  entered into a definitive
     agreement  to acquire all the  outstanding  common  stock of the  Fatburger
     Corporation  ("Fatburger"),  a restaurant chain currently  operating in the
     Los Angeles,  California market. In June of 2000, the Fatburger acquisition
     was abandoned and all cost of the abandoned  acquisition  ($4,156,632) were
     charged against operations.

     In February  2000,  the Company  acquired  the assets of Tanner's  Original
     Rotisserie Grill  ("Tanner's"),  an eight-unit  restaurant chain located in
     Atlanta, Georgia for a total purchase price of $535,890. Four of the Tanner
     locations were sold in 2000 at a gain of $100,268,  and the other four were
     sold in February of 2001 at a gain of  $105,823.  Operations  of the Tanner
     locations  are shown in the  accompanying  statement of operations as sales
     and cost of sales from discontinued locations.

     In March of 2000,  pursuant to the terms of an acquisition  agreement,  the
     Company acquired all the outstanding  common stock of Regulatory  Solution,
     Inc.  ("RSI"),  a  professional   services  company  which  specialized  in
     "Worksafe"  training  and  certification  programs  relating  to local  and
     federal   laws   governing    both   employer   and   employee    workplace
     responsibilities, for $100,000 in cash and the issuance of 1,000,000 shares
     of the Company's common stock, which was valued at $950,000.  Between March
     of 2000 and June 1, 2001, the Company had  additional  expenses of $169,043
     applicable  to RSI.  Effective  June 1, 2001,  the  Company  and the former
     shareholders of RSI agreed to rescind the  acquisition  under the following
     terms:  (a) the 1,000,000 shares of common stock were exchanged for 500,000
     shares of the Company's  common stock which will be restricted from trading
     for a period of one year,  (b) the 50,000 shares of Ness Stock  received by
     the former RSI  shareholders  will be returned to the Company (See Note 6),
     (c) the  assumption  of  certain  debts of RSI by the  Company  and (d) the
     assumption of certain lease obligations of RSI which were guaranteed by the
     Company.  Effective  with  the  recision  the  Company  took  a  charge  to
     operations of $1,269,043 in 2000.

     On May 9, 2001,  the Company  acquired all franchise  rights to McConnell's
     Fine Ice Cream for a promise to pay  $50,000 in the form of a note  payable
     and the issuance of 500,000 shares of the Company's  common stock valued at
     $30,000 from W/F  Investment  Corp (a major  shareholder  of the  Company).
     McConnell's is a well-established Santa Barbara,  California based brand of
     Ice Cream.  As of December 31, 2001,  the Company had not received any cash
     flow from the  McConnell's  acquisition  and has no plans to generate  cash
     flow from the  investment,  therefore  the  Company  decided  the asset was
     impaired  and  took  an  $80,000  charge  to  asset   impairment   expense.


                                   (Continued)
                                     F - 14

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Prior  to  November  8,  2001,  the  Company  lent to Medex  Systems,  Inc.
     ("Medex")   and  Pegasus   Pharmacy,   Inc.   ("Pegasus"),   two  Louisiana
     corporations,  a total of $265,000 under the terms of certain capital notes
     called "Bridge  Loans" which were secured by one hundred  percent (100%) of
     the issued and  outstanding  capital  stock of Medex and  Pegasus  and bore
     interest  at eighteen  percent  (18%) per annum.  On November 8, 2001,  the
     Company,   Medex,  Pegasus  and  the  shareholders  of  Medex  and  Pegasus
     ("Shareholders") entered into a letter agreement which (a) acknowledged the
     Bridge  Loans,  (b) granted  the Company an option to purchase  one hundred
     percent  (100%) of Medex and  Pegasus  until  December  18,  2001,  for the
     issuance by the Company of  $25,000,000  worth of post reverse split common
     stock of the Company.

     On December 5, 2001,  the Company,  Medex,  Pegasus,  and the  Shareholders
     entered  into a  Stock  Purchase  Agreement  ("Agreement").  The  Agreement
     provided  that;  (a) the Company would issue  3,521,127  shares of its post
     split common stock to the  Shareholders  or their designees in exchange for
     all of the  issued  and  outstanding  stock of Medex  and  Pegasus,  (b) at
     closing the Bridge Loans in the amount of $265,000,  plus accrued  interest
     in the  amount  of  $6,505  would be  canceled  and such  amounts  would be
     contributed  by the Company to Medex and Pegasus as capital  contributions,
     (c) the Company  would make  additional  paid-in-capital  contributions  of
     $328,495  ($32,850  per week for ten weeks) to Medex and  Pegasus,  (d) the
     Company  would loan Medex and Pegasus an additional  $500,000  ($350,000 on
     December  18, 2001 and $15,000 per week for ten weeks) under the terms of a
     loan agreement  which  provided  interest at six percent (6%) per annum and
     (e) provided that if the Company in its sole discretion, elects to or fails
     to fulfill its funding  obligations,  the Shareholders may elect to rescind
     the purchase transaction.

     On December 18, 2001, the Company  acquired Medex and Pegasus for 3,521,127
     shares of the Company's common stock valued at $4 per share or $14,084,508.

     On  February  6, 2002,  the Company  and the  Shareholders  entered  into a
     Registration Rights Agreement, whereby the Shareholders granted the Company
     until  February 28, 2002,  to complete  its funding  obligations  under the
     terms of the Stock Purchase  Agreement in exchange for the Company granting
     the  Shareholders the right to demand  registration by the Company,  at the
     Company's expense of up to ten percent (10%) of the registrable  securities
     held by the  Shareholders at any time after February 6, 2002, and the right
     to demand registration of the remaining registrable  securities held by the
     Shareholders after January 1 ,2003.

     In  February  of 2002,  the  Company  agreed to issue the  Shareholders  an
     additional  250,000  shares of the Company's  common stock in an attempt to
     continue the relationship between Medex and Pegasus.

     On March 8, 2002, as a result of various irreconcilable differences between
     the  Company and the  Shareholders,  the Company  signed a  Settlement  and
     Separation  Agreement  ("Separation  Agreement")  in which the  purchase of
     Medex and Pegasus was  rescinded and the  Shareholders  were given back the
     stock of Medex and Pegasus and the Company was given back its common  stock
     issued for Medex and Pegasus.


                                   (Continued)
                                     F - 15

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000


NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     As a part of the Separation  Agreement,  the Company  received for its cash
     investment  ($940,000  as of March 8, 2002)  ($508,753  as of December  31,
     2001) a  perpetual,  paid-up  license  to  utilize,  improve,  resell,  and
     distribute the technology developed by Medex and Pegasus within a protected
     territory within the United States.

     The Company then formed two new subsidiaries, Safe Med Systems, Inc. ("Safe
     Med"),  charged  with  duplication  and  enhancement  of the  systems,  and
     Safescript Pharmacies,  Inc. ("Safescript") the retail pharmacy, which will
     focus on the pain management sector and will be the preferred  pharmacy for
     the Safe Med prescriptions.

     As a part of the  Separation  Agreement,  300,000  shares of the  Company's
     common stock which was sold to IT/IS,  Inc. for $150,000 cash in October of
     2001,  was  returned  to the  Company  in  exchange  for Medex and  Pegasus
     granting  IT/IS,  Inc. a perpetual  paid-up  license to  utilize,  improve,
     resell, and distribute the technology developed by Medex and Pegasus within
     a protected  territory in the United States.  The $150,000 cash received by
     the Company has been shown as a reduction in the  Company's  investment  in
     the medical technology software.

     The  effects  on the  Company's  financial  statements  of  the  Separation
     Agreement has been shown as if it had occurred on December 31, 2001.


NOTE 3: ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued  expenses  and other  liabilities  at  December  31, 2001 and 2000,
     consist of the following:


                                                            2001         2000
                                                         ----------   ----------
     Accrued Interest Payable (a)                        $  585,113   $  602,887
     Accrued Expenses                                       138,702      154,525
     Property Taxes Payable                                  20,469       21,897
     Accrued Payroll and Related Taxes                      278,423      174,384
     Deposits Received on Stock Sales                       110,000         --
     Sales Taxes Payable                                      6,463       14,283
                                                         ----------   ----------

                                                         $1,139,170   $  967,976
                                                         ==========   ==========

     (a)  Approximately  $422,000 of the accrued  interest at December 31, 2000,
          was paid in common stock.

                                   (Continued)
                                     F - 16
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000


NOTE 4:  NOTES PAYABLE

Notes Payable at December 31, 2001 and 2000, consists of the following:
                                                                                        2001         2000
                                                                                     ----------   ----------
<S>                                                                                  <C>          <C>
  Note payable to an investment company, interest at 9%, remaining unpaid
       principal and accrued interest past due as of June 27, 2000, secured by
       pledge of 8,070 shares of treasury stock and 2,400 shares of the Company's
       common stock which is
       owned by a major shareholder                                                  $  122,900   $  122,900

  Note payable to a stockholder, interest at 10%, due May 9,2002, Secured by
       assignment of investment in McConnells Fine
       Ice Cream                                                                         50,000         --

  Note payable to a corporation, interest at 8%, due on demand,
         Unsecured, See Note 10                                                         500,000         --

  Two notes payable to a bank, interest at 9.5%, monthly principal and interest
      payments totaling $14,620, remaining unpaid principal and interest due April
      9, 2001, collateralized by certain real property. Loans are in default for
      failure to make scheduled
      payments                                                                        1,366,421    1,366,421

  Note payable to a bank, interest 9.5%, monthly principal and interest payments
      of $2,935, remaining unpaid principal
      and interest due October 30, 2001, unsecured                                      110,003      258,107

  Note payable, interest at 11.65%, monthly principal and interest payments of
      $425, remaining unpaid principal and accrued
      interest due April 9, 2003, collateralized by an automobile                        10,317       17,391
                                                                                     ----------   ----------

            Total Notes Payable                                                      $2,159,641   $1,764,819
                                                                                     ==========   ==========
</TABLE>

On May 1, 2000, the Company borrowed  $100,000 under the terms of a 120 day note
which bore  interest at ten percent  (10%) per annum.  The note was secured by a
restaurant  building  located in the Dallas area with a book value of  $657,363.
When the  Company  was unable to repay the note,  the lender  foreclosed  on the
building. The Company has recognized a loss of $557,363 on the foreclosure.


                                   (Continued)
                                     F - 17

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000


NOTE 5: CONVERTIBLE DEBENTURES

     On May 29, 1998, the Company entered into an agreement to issue two trances
     of convertible  debentures ("1998 Debentures") to accredited investors with
     a total face amount of $3,000,000.  The 1998 Debentures bear interest at 6%
     and are  convertible  into shares of common stock of the Company based on a
     formula stated in the 1998 Debenture agreement.

     The 1998 Debenture  holders  converted  $675,000 and $1,018,699 of the face
     amount of the 1998  Debentures  into  408,388 and  9,858,932  shares of the
     company's common stock in 1998 and 2000, respectively.

     The remaining  outstanding 1998 Debentures  ($1,306,301) remain outstanding
     as of December 31, 2001. (See Note 9)

     On  February  29 2000,  the  Company  entered  into an  agreement  to issue
     convertible  debentures ("2000 Debentures") to accredited  investors with a
     total face amount of $690,000.  These 2000  Debentures  bear interest at 8%
     and are convertible into shares of common stock of the Company.  Because of
     the discount in the conversion feature of the 2000 Debentures, a Beneficial
     Conversion Feature was calculated by the Company in the amount of $174,000,
     which has been charged to interest expense in 2000.

     The 2000  Debentures  in the amount of  690,000  remain  outstanding  as of
     December 31, 2001. ( See Note 9)

     In connection with the issuance of the Convertible Debentures,  the Company
     issued to the investor and the placement  agent  warrants to purchase up to
     an  aggregate of 3,000 and 1,000  shares,  respectively,  of the  Company's
     stock with an  exercise  price of  $220.00  per share as  adjusted  for the
     reverse stock split in 2001.  These  warrants are  exercisable  at any time
     through May 2003.

NOTE 6: RELATED PARTY TRANSACTIONS

At December 31, 2000,  the Company had two notes  payable to related  parties as
follows:

     A $25,000 note payable to a  stockholder.  The note is unsecured and is due
     on demand. The note was repaid on March 20, 2001.

     A $22,500 note  payable to an  employee.  The note was due August 11, 2000,
     bears interest of 6% and is secured by certain  restaurant  equipment.  The
     note was repaid on March 20, 2001.


                                   (Continued)
                                     F - 18

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000


NOTE 6: RELATED PARTY TRANSACTIONS (CONTINUED)

     As of December 31, 1999, the Company had notes  receivable due from related
     parties as follows:

          A $327,743 note from an entity owned by two stockholders. The note was
          due December 31, 2000, and bore interest at 6%.

          A $39,000 note from a stockholder. The note was due December 31, 2000,
          bore interest at 6% and was uncollateralized.

     Both of the notes receivable,  which were recorded in stockholders'  equity
     at December  31, 1999,  were retired when the Company  accepted on June 30,
     2000,  730,512  shares  of Ness  Energy  International,  Inc.'s  ("Ness"  a
     publicly traded company) common stock valued at $1,004,454.  The difference
     ($637,711) has been credited to additional paid-in capital. Simultaneously,
     the Company  distributed as a dividend to the common  shareholders  702,923
     shares of the Ness stock valued at $966,341.

     In 1997,  the Company  acquired two pieces of property from a related party
     (Four  Seasons  Marine & Cycle,  Inc.).  In 1998,  the Company sold the two
     pieces of property to a sister corporation. In 1999, the sister corporation
     defaulted on the note.  The Company took back the property and has included
     it with  assets  held for sale at  December  31,  1999,  in the  amount  of
     $1,286,155.  In 2000,  the two pieces of  property  became the subject of a
     bankruptcy  proceeding,  and a  bankruptcy  court  deemed  the  sale of the
     property by Four Seasons to the Company in 1997 as a prohibited conveyance.
     The  bankruptcy  estate had the sales  contract  rejected  by the court and
     reclaimed  the  estates  right to the  property.  As a result  the  Company
     realized a loss of $1,286,155 on the foreclosure of the property.

     During August of 2001, the Company acquired 500,000 shares of the Company's
     common stock for $5,000 from Stan  Swanson,  the  Company's  President  and
     major  stockholder.  The 500,000 shares of common stock were then issued to
     W/F  Investments as part of the purchase price of McConnells Fine Ice Cream
     Franchise rights.

     On  December  6,  2001,  the  Company  entered  into  executive  employment
     agreements with Stan Swanson (the Company's  Chief  Executive  Officer) and
     Curtis  Swanson (the Company's  Chief  Operating  Officer).  The employment
     agreements   provide  for  initial  terms  of  four  years  with  automatic
     extensions  of one year periods  unless notice of non extension is given by
     either party 30 days before  expiration.  The agreements  provide for total
     base salaries of $385,000 in 2002,  $440,000 in 2003, $490,000 in 2004, and
     $570,000 in 2005 plus  incentive  compensation  of one and one half percent
     (1.5%) each of the adjusted net profits of the  Company,  as defined,  plus
     automobile allowances and life and health insurance coverages. In the event
     of termination  without  cause,  the executives are entitled to two hundred
     percent  (200%)  of the  executives  base  salary  in effect on the date of
     termination  plus two hundred  percent (200%) of the  executives  incentive
     compensation  for the fiscal year in which  employment is  terminated.  The
     executives  are also entitled to options to acquire a total of 2,500 shares
     each of RTIN's post split common stock at $11.50 per share. The options are
     exercisable  as follows:  800 shares  each on December 5, 2002,  800 shares
     each on  December  5, 2003 and 900 shares each on December 5, 2004 if still
     employed by the Company's exercise dates.


                                   (Continued)
                                     F - 19

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000



NOTE 7: INCOME TAXES

     Deferred income taxes reflect the net tax effects of temporary  differences
     between  the  carrying  amounts of assets  and  liabilities  for  financial
     reporting  purposes  and the  amounts  used for  income tax  purposes.  The
     significant components of the Company's deferred tax assets at December 31,
     2001 and 2000,  are set forth below.  The Company had no material  deferred
     tax  liabilities  at December 31, 2001 and 2000.  The  Company's  valuation
     allowance  increased by $920,590 and $3,263,512 in the years ended December
     31, 2001 and 2000, respectively.

Deferred Tax Assets:                              2001           2000
                                              -----------    -----------
   Cash to Accrual Adjustment                 $   456,000    $    34,000
   Debenture Beneficial Conversion Feature        144,000        144,000
   Reserve for Litigation Settlement               40,000         40,000
   Deferred Rent                                   17,000         11,000
   Property and Equipment Depreciation             35,000         24,000
   Allowance on Assets Held for Sale               27,000         20,000
   Net Operating Loss                           4,705,000      4,270,000
                                              -----------    -----------
Total Deferred Tax Assets                       5,424,000      4,543,000
Valuation Allowance for Deferred Tax Assets    (5,424,000)    (4,543,000)
                                              -----------    -----------
              NET DEFERRED TAX ASSETS         $      --      $      --
                                              ===========    ===========

     The  Company  has a net  operating  loss of  approximately  $12,000,000  at
     December 31, 2001,  which may be applied to reduce  future  taxable  income
     through the year 2019.


   The income tax benefit consists of the following:

                                                            2001         2000
                                                         ----------   ----------
Federal Income Tax:
     Current Benefit                                     $   10,000   $     --
     Deferred Benefit                                          --           --
                                                         ----------   ----------
                                                         $   10,000   $     --
                                                         ==========   ==========


                                   (Continued)
                                     F - 20

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 7:  INCOME TAXES (CONTINUED)

     The  reconciliation  between the expected tax at the federal U.S. corporate
     tax rate and the Company's consolidated actual tax is as follows:

                                                         Year Ended December 31,
                                                           2001            2000
                                                       -----------     -----------
<S>                                                    <C>             <C>

Loss Before Income Tax                                 $(2,737,032)    $(9,598,566)
U.S. Corporate Tax Rate                                         34%             34%
                                                       -----------     -----------
Expected Benefit                                          (930,590)     (3,263,512)

Effect of Valuation Allowance on Deferred Tax Assets       920,590       3,263,512
                                                       -----------     -----------
            Actual (Benefit)                           $   (10,000)    $      --
                                                       ===========     ===========
</TABLE>


NOTE 8: OPERATING LEASES

     The Company  leases the land where  restaurant  buildings are located under
     non-cancelable  lease agreements  having terms that expire at various dates
     through  fiscal  2017.  The  Company  has  options to renew the leases upon
     expiration for periods ranging from five to ten years. Total rental expense
     for operating  leases  amounted to  approximately  $292,000 and $642,000 in
     2001 and 2000,  respectively.  The  Company  also pays real  estate  taxes,
     insurance, and maintenance expenses related to these leases.

     The Company  currently leases two restaurant  facilities to other operators
     under non-cancelable lease agreements,  having terms that expire at various
     dates through 2015.  Assets subject to these leases totaling  approximately
     $1,934,000 and related accumulated depreciation of $346,000 are included in
     property  and  equipment at December  31,  2001.  Total  rental  income was
     approximately $247,000 and $284,000 in 2001 and 2000, respectively.


                                   (Continued)
                                     F - 21
<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000


NOTE 8: OPERATING LEASES (CONTINUED)

     Future  minimum  lease  commitments  and rentals at December 31, 2001 under
     operating leases having an initial or remaining  noncancellable term of one
     year or more are:

                                                                        Lease
                                                          Lease         Rental
                                                       Commitments      Income
        Years Ended December 31,                       -----------   -----------
                 2002                                  $   206,711   $   251,268
                 2003                                      200,501       251,268
                 2004                                      197,551       169,076
                 2005                                      206,344       114,220
                 2006                                      206,928       114,804
              Thereafter                                 2,118,083       967,799
                                                       -----------   -----------

        Total Minimum Rentals                          $ 3,136,118   $ 1,868,435
                                                       ===========   ===========


     In connection  with the sale of the Tanners  restaurants,  the Company sold
     its rights  under the leases on which the  restaurants  were located to the
     buyers of the restaurants,  however,  the various landlords did not release
     the Company from its  obligations  under the lease  agreements in the event
     the buyers default under the terms of the lease agreements. This contingent
     liability is approximately $2,021,000 as of December 31,2001.

NOTE 9: STOCKHOLDERS' EQUITY

     Common Stock
     ------------

     In connection with the lawsuit filed against the former debenture  holders,
     the law firms retained IT/IS, Inc. to provide litigation support to the law
     firms. In that regard,  the Company issued  10,000,000 shares of its common
     stock to IT/IS, Inc. valued at $100,000 and issued a demand note payable to
     IT/IS, Inc. for $500,000.

     The agreement with IT/IS, Inc. contemplates that the $500,000 note is to be
     paid  out of the  first  $500,000  of  recovered  amounts  received  by the
     Company,   however  the  note  signed  by  the  Company  contains  no  such
     contingency  language and  therefore  has been charged to legal  expense in
     2001.

     The Company  agreed to register  the  10,000,000  shares of common stock so
     that  they  could be sold in the open  market  to cover  the out of  pocket
     expenses  of IT/IS,  Inc.  The Company has an  obligation  to register  the
     200,000 shares of stock issued in connection  with the retention of the law
     firm and IT/IS, Inc.


                                   (Continued)
                                     F - 22

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 9: STOCKHOLDERS' EQUITY (CONTINUED)

     On November  26,  2001,  the Company  entered  into a two month  consulting
     agreement with the Casson Group, LLC. ("Casson").  The consulting agreement
     states that  Casson will  provide  nonexclusive  consulting  service to the
     Company in identifying  potential investors for the Company in exchange for
     the Company issuing to Casson  1,250,000  shares of the Company's pre split
     common stock.  The value  assigned to the Company's  common stock issued to
     Casson was $262,500 and has been  charged to  operations  in the year ended
     December 31, 2001.

     During 2001,  the Company sold  1,108,317 Pre Split shares of the Company's
     common stock for an aggregated sales price of $52,452 and 150,000 shares of
     post split common stock for an aggregated sales price of $270,000.

     On December 17, 2001,  the Company  effected a 50 to 1 reverse  stock split
     through an  amendment  to the  articles of  incorporation  and an immediate
     increase  in the  authorized  shares  to  25,000,000.  As a result  of such
     reverse split, the number of issued and outstanding  shares of Common Stock
     of the Company was decreased from 43,954,100 to and 879,082. All shares and
     per share data  included  herein have been  adjusted to reflect the reverse
     stock split for all periods presented except the balance sheet.

     Preferred Stock
     ---------------

     On May 27, 1999, the Company filed with the Secretary of State of Texas, an
     amendment to the Articles of Incorporation  of the Company  authorizing the
     Company to issue  preferred stock with rights and preferences as determined
     by the Board of Directors of the Company.

     Based on this filing,  the Company began issuing preferred stock.  However,
     as of December 31, 2001, the Company had not received from the Secretary of
     State, a certificate authorizing the preferred stock.

     In February  of 2001,  the Company  and the  debentures  holders  agreed to
     convert the debentures  and accrued  interest into 500,000 shares of Common
     Stock of the  Company and  1,999,920  shares of the  Company's  Convertible
     Exchangeable  Series A  Preferred  Stock  ("Series A Stock").  The Series A
     Stock has a par value of $.10 per share, bears interest at 10% per annum on
     the  face  value  of  $1,999,920,  provides  for  a  preferred  liquidation
     preference of $1.00 per share plus any unpaid accumulated  dividends in the
     event of dissolution,  liquidation, or winding up of the Company and has no
     voting  rights.  The  holders  of the  Series A Stock  may at their  option
     convert  the Series A Stock to common  stock of the  Company at any time as
     follows:  (a) at one dollar  ($1) per share for each share of common  stock
     during the first twelve  months or, (b) after the first twelve (12) months,
     based  on 80% of the  market  value  of the  common  stock  at the  time of
     conversion.  The  Company  has the right to redeem  the Series A Stock upon
     cash  payment of the greater of the market  price of the  Company's  common
     stock prior to redemption or 110% of the face value plus accrued but unpaid
     dividends.

     Since the  Secretary of State had not issued a certificate  of  designation
     authorizing the preferred stock,  such Series A Stock has not been shown as
     issued and  outstanding  as of  December  31, 2001 and the  debentures  and
     accrued interest  thereon  converted into the preferred shares are shown as
     outstanding as of December 31, 2001.


                                   (Continued)
                                     F - 23

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 9: STOCKHOLDERS' EQUITY (CONTINUED)

     In March 2001, the Board of Directors of the Company  approved the issuance
     of 1,000,000 shares of Series B Convertible Preferred Stock ("Series B") in
     exchange  for  1,000,000  shares of common stock owned by Curtis A. Swanson
     and  Stanley L.  Swanson.  The  Series B stock has no par  value,  has full
     voting power with respect to all actions taken by  shareholders,  carries a
     50 to 1 voting  right as  compared  to  common  shares  with  anti-dilution
     rights, is convertible into 1 share of Common Stock and is non transferable
     prior to conversion into Common Stock.

     On  November  1,  2001,  the  Company  issued  500,000  shares  of Series B
     preferred  stock to Stan  Swanson and 500,000  shares of Series B preferred
     stock to Curtis Swanson for accrued salaries in the amount of $268,502.

     Since the Secretary of State had not issued a certificate  of  designation,
     such  Series B Stock has not been  shown as issued  and  outstanding  as of
     December  31,  2001 and the common  shares  exchanged  for the Series B are
     shown as issued and outstanding as of December 31, 2001 and salaries in the
     amount of $268,502 are accrued as of December 31, 2001. See Note 11.

     In July of 2001, the Company mailed a private  placement  memorandum to the
     majority of its existing common  shareholders,  giving them the opportunity
     to invest in a Series C Preferred Stock of the Company for a purchase price
     of $.02 cash per share plus  three  shares of common  stock of the  Company
     owned by the  investor  per share.  By October  31,  2001,  the Company had
     received  cash in the  amount  of  $110,000  and  16,500,000  shares of the
     Company's common stock.

     Counsel for the Company has since  informed  the Company  that the offering
     was an  invalid  offering  and  has  advised  the  Company  that  a  formal
     registered  recession  offer should be filed.  Since the Secretary of State
     had not issued a certificate  of  designation  for preferred  stock and the
     invalidity  of the  offering,  such  Series C stock  has not been  shown as
     issued and  outstanding  as of December 31, 2001, and the cash received has
     been shown as a liability in the  accompanying  financial  statements.  The
     16,500,000  shares of Common Stock  received was recorded as treasury stock
     at a value of $.01 per share (the  approximate  market  price of the common
     stock at the time of  receipt).  See  Treasury  Stock  for  disposition  of
     treasury shares.

     Treasury Stock
     --------------

     As noted above, the Company received  16,500,000 shares of its Common Stock
     as part of the offering for the Series C Preferred  Stock.  On December 17,
     2001,  the  16,500,000  shares became  330,000 of post reverse split Common
     Stock.  During December of 2001, the Company sold 115,908 of the post split
     shares for cash in the amount of $542,100 and  reissued  25,000 of the post
     split shares valued at $262,500 for a consulting  agreement.  The remaining
     189,092 shares remained as treasury stock at December 31, 2001.

     Stock Options
     -------------

     The  Company has  authorized  the  granting of options  covering a total of
     24,000 shares of the  Company's  common stock to key  employees,  officers,
     directors and certain consultants of the Company.  Options are granted with
     three to five-year terms and become fully exercisable within three years of
     being granted.

                                  (Continued)
                                     F - 24
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 9: STOCKHOLDERS' EQUITY (CONTINUED)

     A summary of the  Company's  outstanding  stock option  transactions  is as
     follows:


                                                                 Year Ended December 31,
                                                     ---------------------------------------------------------
                                                                 2001                          2000
                                                     --------------------------     --------------------------
                                                                      Weighted                       Weighted
                                                                       Average                        Average
                                                                      Exercise                       Exercise
                                                       Shares           Price         Shares           Price
                                                     ----------      ----------     ----------      ----------
<S>                                                  <C>             <C>            <C>             <C>
Outstanding at Beginning of Year                        793,500      $     2.72        897,072      $     2.57
  Granted                                               250,000             .23           --              --
  Forfeited                                                --               -         (103,572)           (.17)
                                                     ----------                     ----------

Outstanding at December 16, 2001                      1,043,500      $     2.40        793,500      $     2.72


Effect of 50 to 1 Reverse Stock Split on
  December 17, 2001                                         /50             x50           --              --
                                                     ----------      ----------     ----------      ----------

Outstanding at End of Year After Giving
  Effect to 40 to 1 Reverse Stock Split                  20,780          119.78           --              --
                                                     ==========      ==========     ==========      ==========

Options Exercisable at End of Year                       20,780      $   119.78        793,500      $     2.72
                                                     ==========      ==========     ==========      ==========

Weighted Average Fair Value of Options
  Granted During the Year                            $      .23                            N/A
</TABLE>

     The weighted  average  remaining  contractual life of those options is 1.67
     and 1.52  years in 2001 and  2000,  respectively.  The  exercise  prices of
     outstanding options range from $11.50 to $221.50 as of December 31, 2001.

     The Company has adopted  the  disclosure-only  provisions  of SFAS No. 123.
     Accordingly, no compensation cost has been recognized for the Company stock
     options  granted during the year ended December 31, 2001,  since the option
     price was equal to the market price on the date of grant.  Had compensation
     cost  been  determined  based  on the fair  value at the date of grant  for
     awards issued in 2001, pursuant to the employee compensations provisions of
     SFAS  123,  the  Company's  net loss and loss per  share  would  have  been
     adjusted to the pro forma amounts indicated:

                                             Year Ended December 31,
                                              2001             2000
                                        -------------    -------------
Net loss-as reported                    $  (2,727,032)   $  (9,598,566)

Net loss-pro forma                         (2,736,557)      (9,598,566)

Net loss per common share-as reported           (3.74)          (34.12)

Net loss-pro forma                      $       (3.76)   $      (34.12)



                                   (Continued)
                                     F - 25

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 9: STOCKHOLDERS' EQUITY (CONTINUED)

     The fair value of each grant is  estimated  on the date of grant  using the
     Black-Scholes  option-pricing  model  with the  following  weighed  average
     assumptions used for grants:  dividend yield of zero percent (0%); expected
     volatility of eight hundred and seven  percent  (807%);  risk free interest
     rates of four and one half percent  (4.5%) and expected lives of three four
     and five years.

     Warrants
     --------

     The  Company  has  8,000  outstanding  warrants  to  acquire  shares of the
     Company's common stock ranging in price from $50.00 to $220.00 per share as
     follows, as adjusted for the reverse stock split in 2001.

     As discussed  in Note 5, the Company has issued  warrants to purchase up to
     4,000  shares  of the  Company's  common  stock  at  $220.00  per  share in
     connection  with the  issuance of  convertible  debentures  in 1998.  These
     warrants were exercisable at any time through May 17, 2003.

     In connection  with the attempt to acquire  Fatburger,  the Company  issued
     warrants  to  acquire  3,000  shares of the  Company's  common  stock at an
     exercise price of $125.00 per share.  These warrants are exercisable at any
     time through May, 8 2004.

     In  connection  with the  settlement  of legal fees through the issuance of
     common  stock the Company  issued  warrants to acquire  1,000 shares of the
     Company's  common  stock at an  exercise  price of $50.00 per share.  These
     warrants are exercisable at any time through March 5, 2005.

NOTE 10: COMMITMENTS AND CONTINGENCIES

     Settlement with Debentures Holders
     ----------------------------------

     In 1998,  the Company filed a lawsuit  against three  investment  funds and
     their principals ("the Debenture  Holders"),  alleging fraud and violations
     of federal and state  securities  laws in connection  with their $3 million
     investment in the Company's convertible  debentures.  (See Note 5.) Certain
     defendants to the Company's lawsuit had  counterclaimed  seeking damages in
     excess of $3 million.



                                   (Continued)
                                     F - 26

<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 10: COMMITMENTS AND CONTINGENCIES (CONTINUED)

     On  December  28,  1999,  the  Company  and  Debenture  Holders  reached an
     agreement  to  settle  their  litigation.  As part of the  settlement,  the
     Company  agreed to issue the  Debenture  Holders  an  additional  5% of the
     outstanding  principal value of the  debentures,  payable in Company common
     stock (approximately  258,000 shares at December 31, 1999). The approximate
     value of the  shares  was  recorded  as an  expense  of  $116,250  in 1999.
     However,  the Company later  determined that further actions of impropriety
     had occurred and retained a law firm on a  contingency  basis to pursue its
     rights and remedies under the law. As a result, both the Company's law suit
     against the  debenture  holders and the  debenture  holders  counter  claim
     against the Company have been reactivated and the Company and the debenture
     holders are again pursuing legal actions against each other. Much discovery
     remains  to be done by all  parties  to the  lawsuits  and as a result,  no
     predictions can be made as to the final outcome of the cases.

     On October 24 ,2001, the Company executed a guaranty  agreement in favor of
     McKesson HBOC, Inc.  ("Agreement")  guaranteeing payment for pharmaceutical
     drugs purchased by Pegasus. The agreement requires a ninety (90) day notice
     for  cancellation.  In connection  with the  Settlement  Agreement  between
     Medex,  Pegasus,  and IT/IS, Inc., the Company was to obtain a release from
     McKesson and the Company has notified  McKesson that it is terminating  the
     Agreement.  In connection  with the Agreement,  the Company is contingently
     liable in the event Pegasus does not pay for pharmaceutical drugs purchased
     by Pegasus through June 11, 2002.

     Loan Default Litigation
     -----------------------

     As of December  31, 1999,  the Company was in default on a promissory  note
     agreement that matured August 26, 1999. In February 2000, the holder of the
     promissory  note filed a lawsuit  seeking  damages of unpaid  principal and
     accrued interest totaling approximately  $444,000,  plus attorney's fees. A
     court  awarded the holder of the note a judgment in the amount of $522,900.
     The judgment was acquired by W/F Investment Corp.  ("W/F").  As part of the
     settlement W/F converted $400,000 of the judgment into 10,680,908 shares of
     the  Company's  common stock.  The remaining  $122,900 is carried as a note
     payable.

     On December 3, 2001, the Company  entered into a consulting  agreement with
     Westpark  Capital,  Inc.  ("Westpark").  The agreement is for a term of six
     months and provides for the Company to issue  Westpark  2,500 shares of the
     Company's  post reverse  split common stock and to pay Westpark  $5,000 per
     month for the months January  through May of 2002 in addition to the $7,500
     the Company paid Westpark on December 3, 2001. The agreement  automatically
     renews for periods of one month  unless  terminated  as provided for in the
     agreement. In return Westpark is to provide non exclusive consulting advice
     regarding  strategic  business and financial  planning.  Westpark will also
     receive as compensation one percent (1%) of the gross  transaction value of
     any non-Westpark transaction.


                                   (Continued)
                                     F - 27
<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 11: SUBSEQUENT EVENTS

     In February  of 2002,  the Company  amended its  articles of  incorporation
     allowing  for the  issuance of  preferred  stock.  The  Company  obtained a
     certificate of designation for its Series B Preferred Stock and on February
     11, 2002, the Company issued 1,000,000 shares of its newly created Series B
     Preferred Stock to Stan Swanson and 1,000,000 shares to Curtis Swanson. The
     Series B has no par  value,  has full  voting  power  with  respect  to all
     actions taken by  shareholders,  carries a 50 to 1 voting right as compared
     to common shares with anti-dilution  rights, is convertible into 1 share of
     common stock at the option of the holder and is non  transferable  prior to
     conversion into Common Stock. On May 3, 2002, the Board of Directors of the
     Company rescinded the issuance of the Series B Preferred Stock as if it had
     never been issued. If the Board of Directors had not rescinded the issuance
     of the Series B Preferred  Stock,  the Company would have taken a charge to
     operations in the first quarter of 2002, in the amount of $7,057,498.

     On February 1 ,2001,  the Company  entered  into an  agreement  with Curtis
     Swanson (the Chief Operating  Officer of the Company) for corporate  office
     space.  The lease is for a term of eleven  months  and  provides  for lease
     payments of $600 per month.

     Through April 15, 2002, the Company sold 28,996 of treasury shares acquired
     in 2001, for $104,764 in cash,  issued 20,103  treasury shares for services
     valued at $75,000 and canceled 119,993 shares of treasury stock.

     Through  April 29,  2002,  the Company has issued  1,940,500  shares of its
     common stock for cash consideration of $486,000.

     On March 19,  2002,  the  Company  granted a  perpetual  license  ("License
     Agreement")  to the Safescript  Pharmacy  Systems  ("Systems"),  in certain
     areas of the  United  States as is  defined in the  License  Agreement  for
     $50,000 in cash,  a  promissory  note in the amount of $450,000 and 100,000
     shares of Series A preferred  stock of RxSystems,  Inc. The preferred stock
     is convertible into $4,500,000 worth of RxSystems, Inc., common stock based
     on a formula included in the agreement.

     The License Agreement provides for the following:

          a.   The  Company is to receive  $20,000 for each  pharmacy  opened by
               RxSystems  plus  four  percent  (4%) of  gross  receipts  of each
               pharmacy.

          b.   If the  Company  cannot  keep the  Systems  up and  running,  the
               Company  is liable  for  resulting  damages,  including,  but not
               limited to, lost profits of RxSystems.

     On February 28, 2002,  Curtis Swanson loaned the Company $175,000 under the
     terms of a note payable which is due on August 27, 2002 along with interest
     at six percent (6%).

     Since  December 31,  2001,  the Company has entered into two new leases for
     retail  space for the purpose of  operating  pharmacies.  Estimated  future
     rentals under these leases are approximately $44,000 over a period of three
     years.

                                   (Continued)
                                     F - 28
<PAGE>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

                           DECEMBER 31, 2001 AND 2000

NOTE 12: SEGMENT REPORTING

     A of December 31, 2001, the Company operated in only one industry  segment,
     that being the restaurant business.

NOTE 13: GOING CONCERN

     The Company's financial statements have been presented on the basis that it
     is a going concern,  which  contemplates  the realization of assets and the
     satisfaction of liabilities in the normal course of business.

     As  shown  in  the  accompanying   financial  statements  the  Company  has
     experienced  significant  operating losses.  The continuance of such losses
     creates an uncertainly  as to the Company's  ability to continue as a going
     concern.  Management  of the Company  has taken  steps to reduce  operating
     expenses and increase revenue.  The ability of the Company to continue as a
     going  concern  is  dependent  upon the  success of these  actions  and the
     ability  of the  Company  to find  additional  capital  until  such time as
     operations  turn  positive.  The  financial  statements  do not include any
     adjustments relating to the recoverability of recorded asset amounts or the
     amounts of liabilities that might be necessary should the Company be unable
     to continue as a going concern.


                                     F - 29

<PAGE>

Item  8.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

The Company did not have any  disagreements  with its accountants on any matters
of accounting or financial disclosure.

                                    Part III.

Item 9. Directors, Executive Officers, Promoters and Control Persons

The Directors and Officers of the Company are set forth below.

Name                     Age                Position             In Office Since
--------------------------------------------------------------------------------
Stanley L. Swanson       58          Chief Executive Officer           1990
                                     Chairman of the Board
                                     Of Directors

Curtis A. Swanson        34          Director, Treasurer, and          1990
                                     President

David W. Lee             33          Chief Technology Officer          2002

Carole A. Swanson        60          Secretary                         1990

All directors hold office until the next annual meeting of the  shareholders  of
the Company, and until their successors are elected and qualified. Officers hold
office until the first  meeting of the Board of Directors  following  the annual
meeting of shareholders, subject to earlier removal by the Board of Directors.

                Family relationships among Officers and Directors
                -------------------------------------------------

Stanley L. Swanson and Carole A. Swanson are husband and wife. Curtis A. Swanson
is the son of Stanley L. and Carole A. Swanson.

                  Business Experience of Directors and Officers
                  ---------------------------------------------

Stanley L.  Swanson,  a founder of the  Company,  has  served as  President  and
Chairman  of the  Board  since  its  inception  in May,  1990.  In  addition  to
developing the Company's  overall  business  strategy and expansion  plans,  Mr.
Swanson is  responsible  for selection and  negotiations  for future  locations.
Prior to establishing the first restaurant in Marshall, Texas in June, 1989, Mr.
Swanson  was the  President  and CEO of  Canaan  Enterprises,  Inc.,  a  Montana
corporation  involved in the  development of real estate  franchises  within the
state. Under Mr. Swanson's leadership, the company grew from 1 franchise in 1986
to 10 franchises by 1988. It was at this time that Mr. Swanson sold his holdings
in Canaan  Enterprises,  Inc.,  in order to begin  and fund the  first  stage of
growth in what is now RTIN  Holdings,  Inc. From 1981 to 1986 Mr.  Swanson was a
real estate broker in the state of Montana, where he owned and operated two real
estate sales and development companies.  From 1972 until 1981 Mr. Swanson was an
entrepreneur in the restaurant industry,  owning and successfully  operating two
restaurant establishments.  From 1962 until 1972 Mr. Swanson played professional
baseball,  where  he was  primarily  associated  with  the  Cincinnati  Reds and
Montreal Expos organizations.

<PAGE>
<TABLE>
<CAPTION>

Curtis A. Swanson has been with the Company  since its  inception in May,  1990.
Mr.  Swanson  served  as Chief  Financial  Officer  from 1990  through  2000 and
currently serves as President and Chief Operations Officer.  Mr. Swanson handles
all  day-to-day  operations of the Company.  Prior to his  involvement  with the
Company, Mr. Swanson was executive vice president for Canaan Enterprises,  Inc.,
a multi unit real estate  franchise  company from 1986 to 1989.  His duties with
Canaan Enterprises, Inc. included the sales, set-up, and oversight of franchises
within the state of Montana.  From 1987 to 1989 Mr.  Swanson  owned and operated
two real estate franchises, a video rental store, and a pizza establishment.

David  Lee has  recently  joined  the  company  serving  in the  role  of  Chief
Information   Technology   Officer.   Mr.  Lee  also   carries   the  title  and
responsibility of President of the Safe Med Systems  division.  Mr. Lee has over
14 years in the  technology  field,  working in the gaming  industry for Choctaw
Indian Bingo from 1987 to 1991 and Grand Casinos  Corporation from 1992 to 1996.
From  1996 to 1999  Mr.  Lee  served  as  Chief  Operations  officer  for Call 4
Wireless, a Minnesota-based  wireless  communications  provider and from 2000 to
2001 in the  automotive  industry with  Intra-Metrics,  Inc. Also during 2000 to
2001, Mr. Lee was involved in providing back office  software  solutions for the
restaurant   industry  through  DeCroux   Corporation.   He  is  a  graduate  of
Southeastern Oklahoma State University.

Carole A. Swanson, wife of Stanley L. Swanson and co-founder of the Company, has
served as  Secretary  of the Company  since its  inception  in May,  1990.  Mrs.
Swanson was  involved  with her husband in the selling of real estate in Montana
from  1981  to  1988.  She  also  worked  in the  management  of all  restaurant
operations her husband was involved in from 1972 to 1981. From 1954 to 1966 Mrs.
Swanson worked in various capacities for the Blue Circle  restaurants,  a family
owned drive-in restaurant chain established by her father in Knoxville,  TN. The
chain  eventually  grew to 30 locations  throughout  the south.  Her  restaurant
experience  includes the establishment  and supervision of an  employee-training
program,  day-to-day  operations  and  management,  as well as overall  business
management and record keeping for the organization.

             Section 16(a) Beneficial Ownership Reporting Compliance
             -------------------------------------------------------

Based solely upon a review of the Forms 3 and 4 and amendments thereto furnished
to the Company during 2001, and Forms 5 and amendments  thereto furnished to the
Company with respect to the fiscal year ended  December 31, 2001,  no person who
at any time during the year ended  December 31, 2001,  was a director,  officer,
beneficial owner of more than 10% of any class of equity  securities  registered
pursuant to section 12, failed to file such forms on a timely basis.

Item 10. Executive Compensation

The following table provides certain  compensation  information  relating to the
Company's Chief Executive Officer and each of the Company's  executive  officers
whose total annual compensation exceeds $100,000 per year.

                           Summary Compensation Table
                           --------------------------

                                           Annual Compensation         Long-Term Compensation
                                           -------------------         ----------------------
                                                                                       Securities
                                                                        Restricted     Underlying     All Other
Name and Principal Position    Year        Salary      Bonus   Other   Stock Awards   Options/SARs   Compensation
                               ----        -------     -----   -----   ------------   ------------   ------------
<S>                            <C>         <C>         <C>     <C>     <C>            <C>            <C>
Stanley L. Swanson             2001       $200,000(1)   -0-     -0-        -0-           2,500             -0-
  Chief Executive Officer      2000        150,000(2)   -0-     -0-        -0-            -0-              -0-
                               1999         57,000      -0-     -0-        -0-            -0-              -0-

Curtis A. Swanson              2001       $185,000(3)   -0-     -0-        -0-           2,500             -0-
  President and Chief
Operating Officer              2000        100,000(4)   -0-     -0-        -0-            -0-              -0-
                               1999         53,000      -0-     -0-        -0-            -0-              -0-
</TABLE>

(1) Includes  $115,000 of unpaid but accrued  salary for the year ended December
31 2001.
(2) Includes  $93,845 of unpaid but accrued  salary for the year ended  December
31, 2000. In 2001 Stan Swanson  received  common stock of the Company  valued at
$34,305 and marketable securities valued at $10,346 in satisfaction of a portion
of the 2000 salary. The remaining $49,194 is still accrued at December 31, 2001.

<PAGE>
<TABLE>
<CAPTION>

(3) Includes  $100,000 of unpaid but accrued  salary for the year ended December
31, 2001.

(4) Includes  $47,018 of unpaid but accrued  salary for the year ended  December
31, 2000. In 2001 Curtis Swanson  received common stock of the Company valued at
$32,304 and marketable securities valued at $10,346 in satisfaction of a portion
of the 2000 salary. The remaining $4,368 is still accrued at December 31, 2001.

No  options  were  granted in 2000.  The  following  table  sets  forth  certain
information relating to outstanding options and SARs granted during 2001:


                      Option/SAR Grants in Last Fiscal Year
                      -------------------------------------

                       Number of   Percent of Total
                      Securities     Options/SARs
                      Underlying      Granted to
                     Options/SARs    Employees in   Exercise or       Expiration
        Name           Granted       Fiscal Year    Base Price        Date
       ----          ------------  ---------------  -----------       ----------

Stanley L. Swanson      2,500            50%        $11.50 per share   12/5/2004
Curtis A. Swanson       2,500            50%        $11.50 per share   12/5/2004

The  following  table sets forth  certain  information  relating to  outstanding
options and SARs exercised during 2001 and outstanding as of December 31, 2001.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
--------------------------------------------------------------------------------

                        Shares                  Number of Unexercised         Value of Unexercised
                     Acquired on     Value           Options/SARs          In-the-Money Options/SARs
       Name            Exercise    Realized           at 12/31/01                 at 12/31/01
       ----          -----------   --------     ---------------------      -------------------------
                                              exercisable/unexercisable    exercisable/unexercisable
<S>                  <C>           <C>          <C>                        <C>
Stanley L. Swanson       -0-          -0-              0/2,500                       $0/$0
Curtis A. Swanson        -0-          -0-              0/2,500                       $0/$0
</TABLE>

Item 11. Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth the  number of shares of each class of voting
stock of the Company  owned as of December  31, 2001 by (i) the Chief  Executive
Officer and each executive officer that were paid more than $100,000 in the last
fiscal year, (ii) each person who owns of record or beneficially more than 5% of
the outstanding shares of any class of voting stock, and (iii) all directors and
officers of the Company as a group. Unless otherwise  indicated,  the address of
each person listed is 3216 Page Rd, Longview Texas 75601.

                                                 Amount and Nature of Beneficial
                                                          Ownership (1)
                      Name and Address of                             Percent of
 Title of Class       Beneficial  Owner             Solely    Shared     Class
 --------------       -------------------           ------    ------  ----------



Common Stock, $.01
Par Value             Stanley L. Swanson            83,527      -0-       8.1%
                      Curtis A. Swanson             84,531      -0-       8.2%
                      Owen Gilbert                  87,477      -0-       8.5%
                      Ann E. Rau (2)                  -0-       -0-        *
<PAGE>

                      W/F Investment Corp
                      1900 Ave of the Stars
                      Suite 2410
                      Los Angeles, CA  90067        223,618     -0-      19.4%
                      James W. Christian
                      2302 Fannin
                      Suite 500
                      Houston, Texas  77002         200,000     -0-      21.7%
                      Perissos Investment Corp
                      114 South Houston
                      Longview, Texas  75602        150,000     -0-      14.6%
                      All Directors and Officers
                      as a group (5 Persons) (2)    127,477     -0-      24.8%

* Less than 1%

(1)  Includes  shares as to which the named  beneficial  holder has the right to
acquire within 60 days.
(2) Does not include 1,103,287 shares of common stock, $.01 par value per share,
issued to Ann E. Rau as  consideration  in connection  with the  acquisition  of
MedEx and Pegasus.  For financial  statement  purposes the  transaction has been
effectively  cancelled  as of December  31, 2001 and  therefore,  the  1,103,287
shares are not shown as  outstanding  as of December 31, 2001 as a result of the
Separation Agreement.

     Item 12. Certain Relationships and Related PARTY Transactions

     At December 31, 2000, the Company had two notes payable to related  parties
     as follows:

          A $25,000 note payable to a stockholder.  The note is unsecured and is
     due on demand. The note was repaid on March 20, 2001.

          A $22,500  note  payable to an  employee.  The note was due August 11,
     2000, bears interest of 6% and is secured by certain restaurant  equipment.
     The note was repaid on March 20, 2001.

The Company has entered into employment  agreements with Stan Swanson and Curtis
Swanson.  The  employment  agreements  provide for base salaries of $200,000 and
$185,000,  respectively, in 2002, $240,000 and $200,000,  respectively, in 2003,
$265,000  and  $225,000,  respectively,  in  2004  and  $300,000  and  $270,000,
respectively,  in 2005, plus incentive  compensation of one and one half percent
(1.5%)  each of the  adjusted  net  profits of the  Company,  as  defined,  plus
automobile  allowances and life and health insurance  coverage.  In the event of
termination  without cause,  the executives are entitled to two hundred  percent
(200%) of the executives'  base salary in effect on the date of termination plus
two hundred percent (200%) of the  executives'  incentive  compensation  for the
fiscal year in which employment is terminated.  The executives are also entitled
to options to acquire a total of 2,500 shares each of the  Company's  post split
common stock at $11.50 per share.  The options are  exercisable as follows:  800
shares  each on  December  5, 2002,  800 shares each on December 5, 2003 and 900
shares  each on December 5, 2004 if still  employed  by the  Company's  exercise
dates.

On March 1, 2001, the Company issued 500,000  (pre-split) shares of common stock
to Stanley L.  Swanson in  exchange  for the  forgiveness  of $20,000 in accrued
payroll and 450,000  (pre-split)  shares of common stock to Curtis A. Swanson in
exchange for the  forgiveness of $18,000 in accrued  payroll.  Additionally,  on
November 15, 2001, the Company issued 114,437 (pre-split) shares of common stock
to the Stan & Curtis  Swanson in exchange for the  forgiveness  of $28,609.25 in
accrued payroll.

On February 11, 2002 the Company issued  1,000,000  shares of Series B Preferred
stock  each to Curtis  Swanson  and  Stanley  Swanson  in  exchange  for  20,000
(post-split)  shares of common stock and the  forgiveness of $268,502 in accrued
salary.  The Series B  Preferred  stock is  convertible  1 to 1 back into common
stock of the Company at the choice of the holder and carries  voting  rights per
share equal to 50 shares of common stock. On May 3, 2002, the Board of Directors
of the Company  rescinded the issuance of the Series B Preferred  Stock as if it

<PAGE>

had never been issued.  If the Board of Directors had not rescinded the issuance
of the  Series B  Preferred  Stock,  the  Company  would  have taken a charge to
operations in the first quarter of 2002, in the amount of $7,057,498.

On February 28, 2002 Curtis Swanson borrowed  $175,000 from a private source and
loaned  those  funds to the  Company  to make the final  payments  due under the
agreement to purchase MedEx and Pegasus.  It is the understanding of the parties
that the Company will repay the loan to Curtis  Swanson within six months of the
date of this report in order to allow Curtis Swanson to repay his obligation.

The Company  currently leases  approximately  3,500 sq. ft. of office space from
Curtis  Swanson for $600.00 per month.  The lease term is from  February 1, 2002
through December 31, 2002

See Financial Statements (Note 6) for additional disclosures.

Item 13.  Exhibits and Reports on Form 8-K

     (a) The  following  documents  are filed as  exhibits to the Form 10-KSB of
RTIN Holdings, Inc. and incorporated by reference



  Exhibit No.                           Description


     2.1         Agreement of Merger,  dated September 28, 1995, between Fresh'n
                 Lite,  Inc, a Delaware  corporation,  and F'NL,  Inc.,  a Texas
                 corporation  (incorporated by reference to the Amendment 1 Form
                 10-SB filed with the Securities and Exchange Commission on June
                 25, 1998.)

     2.2         Stock  Purchase   Agreement  dated  December  6,  2001  between
                 Restaurant  Teams  International,  Inc.,  MedEx Systems,  Inc.,
                 Pegasus  Pharmacy,   Inc.,  Laurence  Solow  and  Ann  E.  Rau.
                 (incorporated  by  reference  to the  Form 8-K  filed  with the
                 Securities and Exchange Commission on December 13, 2001.)

     2.3         Settlement  and  Separation  Agreement  dated  March  8,  2001,
                 between RTIN  Holdings,  Inc.,  MedEx  Systems,  Inc.,  Pegasus
                 Pharmacy,  Inc.,  Laurence  Solow,  Ann E. Rau, Curtis Swanson,
                 Stanley Swanson,  ITIS, Inc., and Hunter Carr  (incorporated by
                 reference  to the  Form  8-K  filed  with  the  Securities  and
                 Exchange Commission on March 12, 2002.)

     3.1*        First Amended and Restated Articles of Incorporation

     3.2*        Certificate  of  Correction  to the First  Amended and Restated
                 Articles of Incorporation

     3.3         Bylaws of RTIN Holdings, Inc. (incorporated by reference to the
                 Form 10-SB filed with the Securities and Exchange Commission on
                 November 10, 1997.)

     4.1         Description of the Common Stock,  $.01 par value  (incorporated
                 by  reference to the Form 10-SB filed with the  Securities  and
                 Exchange Commission on November 10, 1997.)

     4.2         Warrant Agreement (incorporated by reference to the Form 10-KSB
                 filed with the Securities  and Exchange  Commission on February
                 28, 1997.)

<PAGE>

     10.1        Restaurant  Lease dated as of September 15, 1997 by and between
                 USRP  (Midon),  LLC  and  Fresh'n  Lite,  Inc.(incorporated  by
                 reference  to the  Amendment  1 to Form  10-SB  filed  with the
                 Securities and Exchange Commission on June 25, 1998.)

     10.2        Ground Lease dated as of February 21, 1995 by and between Peter
                 D. Fonberg Investments and Fresh'n Lite, Inc.  (incorporated by
                 reference  to  the  Amendment  1  Form  10-SB  filed  with  the
                 Securities and Exchange Commission on June 25, 1998.)

     10.3        Ground  Lease  Agreement  dated  as of  April  11,  1997 by and
                 between Robert M. Farrell  Development,  Ltd. and Fresh'n Lite,
                 Inc. (incorporated by reference to Amendment 1 Form 10-SB filed
                 with the Securities and Exchange Commission on June 25, 1998.)

     10.4        Sublease dated as of November 2, 1998 between  Restaurant Teams
                 International,  Inc. and Zeke's Grill,  Inc.  (incorporated  by
                 reference  to  the  Amendment  1  Form  10-SB  filed  with  the
                 Securities and Exchange Commission on June 25, 1998.)

     10.5*       Lease dated February 1, 2002 by and between RTIN Holdings, Inc.
                 and Curtis A. Swanson

     10.6*       Lease dated January 1, 2002 by and between RTIN Holdings,  Inc.
                 and Home Health, Inc.

     10.7*       Lease  dated   April  12,   2002  by  and  between   Safescript
                 Pharmacies, Inc. and Pollard Heines Buildings, LLC.

     10.8        1997 Incentive Stock Option Plan  (incorporated by reference to
                 the  Amendment  1 Form  10-SB  filed  with the  Securities  and
                 Exchange Commission on June 25, 1998.)

     10.9*       Employment contract between RTIN Holdings,  Inc. and Stanley L.
                 Swanson.

     10.10*      Employment  contract between RTIN Holdings,  Inc. and Curtis A.
                 Swanson.

* filed with this report.

The  Company  filed the  following  reports on Form 8-K during the three  months
ended December 31, 2001.

Form 8-K dated December 13, 2002,  announcing the  acquisition of MedEx Systems,
Inc. and Pegasus Pharmacy,  Inc. under Item 2, and the  recapitalization  of the
Company under Item 5. Audited  financial  statements  relating to MedEx Systems,
Inc. and Pegasus Pharmacy, Inc. were filed by amendment on February 20, 2002.



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized, this 6th day of May 2002.

                                          RTIN Holdings, Inc.

                                          By:  /s/ Stanley L. Swanson
                                              ----------------------------------
                                              Stanley L. Swanson
                                              Chairman of the Board of Directors
                                              and Chief Executive Officer

<PAGE>

In accordance with the Exchange Act, this amendment has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates  indicated.  In accordance  with the Exchange Act, this amendment has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated. In accordance with the Exchange Act, this
amendment  has been  signed  below by the  following  persons  on  behalf of the
registrant and in the capacities and on the dates indicated.  In accordance with
the Exchange Act, this amendment has been signed below by the following  persons
on behalf of the registrant and in the capacities and on the dates indicated. In
accordance  with the Exchange Act,  this  amendment has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates  indicated.In  accordance  with the Exchange Act, this  amendment has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

         Signature                      Title                            Date


 /s/ Stanley L. Swanson    Director and Chief Executive Officer      May 6, 2002
-----------------------
Stanley L. Swanson

 /s/ Curtis A. Swanson     Director, President, Chief Operations     May 6, 2002
----------------------     Office and Senior Accounting Officer
Curtis A. Swanson