SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[x]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
         OF 1934

                   For the fiscal year ended December 31, 2002

[ ]      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                                 75-2968064
    (State of other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

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

                                 (903) 295-6800
                (Issuer's Telephone Number, Including Area Code)

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: $7,218,028

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold as  reported  on the  OTC-BB on  February  19,  2003 was  $17,926,461.  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
February 19, 2003: 9,753,634 shares of common stock, par value $.01.

                      DOCUMENTS INCORPORATED BY REFERENCE

           DOCUMENT                                          PART OF FORM 10-KSB
           --------                                          -------------------
 Proxy Statement for the 2002                                      Part III
Annual Meeting of Shareholders


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,   originally
incorporated  in  1990  as  Bosko's  Inc  in  Delaware.  From  the  date  of its
incorporation until 2002, the Company operated restaurants in Texas and Georgia.
In 2001, the Company acquired all of the stock of Medex Systems,  Inc. ("Medex")
and Pegasus  Pharmacies,  Inc.  ("Pegasus"),  related  companies  engaged in the
development of wireless  communication  systems for  transmission of scripts for
prescription  medication from physicians to fulfilling  pharmacies.  The Company
sold its last  restaurant  operation  in 2002  and does not  presently  have any
restaurant   operations.   The  Company  is  a  multi-concept   holding  company
specializing in the pharmaceutical industry.

The acquisition of Medex and Pegasus was rescinded  pursuant to a Settlement and
Separation Agreement (the "Separation  Agreement") on March 8, 2002, as a result
of  irreconcilable  differences  between the  principals  of the Company and the
principals of Medex and Pegasus.  Since 2002, the Company has operated  pursuant
to a  perpetual,  paid-up  license (the "Medex  License")  to utilize,  improve,
resell,  and distribute  certain technology and retail pharmacy business systems
developed by Medex and Pegasus within a protected territory in the United States
consisting of 158 CMSA's in the United States and all international  rights. The
Company  has  two  subsidiaries,  Safe  Med  Systems,  Inc.  ("Safe  Med"),  the
technology  division charged with operation and enhancement of the systems,  and
Safescript Pharmacies,  Inc. ("Safescript"),  the retail pharmacy division which
focuses on the pain  management and specialty  physicians  sectors of the retail
pharmacy industry. Safescript is the preferred pharmacy provider for Safe Med.

Company Business - Pharmaceutical Segment

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

The  Safescript  division is  focusing  on  servicing  the pain  management  and
specialty  physician  sectors of the medical  community.  The  pharmacies do not
promote any  non-pharmaceutical  sales and focus exclusively on the distribution
of medications from scripts generated by the Safe Med technology. The Safescript
division  opened one  Safescript  Pharmacy in  Longview,  Texas in April 2002, a
second  pharmacy  in  Tyler,  Texas  in  October  2002 and a third  pharmacy  in
Texarkana,  Texas in March 2003. The Safescript  pharmacy  division also has two
company owned  pharmacies  leased and built out in Shreveport  and Bossier City,
Louisiana  and is currently  awaiting the  issuance of pharmacy  licenses  after
which  these  units will be  opened.  The  Safescript  division  has  targeted 6
additional  Company  owned  pharmacies  to be opened in 2003 in  addition to the
anticipated  opening  of up to 12  market  partner  pharmacies  during  the same
period.

During the course of 2002 the Company sold sub-license agreements to five market
partners to open  Safescript  Pharmacies  utilizing  the Safe Med  technology in
California,  Oregon,  Washington,  Alaska,  Arkansas,  Illinois,  Iowa,  Kansas,
Missouri,  Nebraska,  Oklahoma,  Colorado, Arizona, Utah, Idaho, Tennessee, West
Virginia,  Kentucky,  and Ohio.  The  total up front  fees for the sale of these
territories  was  $6,063,000 of which  $1,767,979  has been paid in cash and the
balance of  $4,295,021  is payable in varying  increments  over an average of 12
months  during  2003 and  2004.  All notes  owed to the  Company  by its  market
partners  are current and  performing  in  accordance  with their  corresponding
agreements.  In addition to the up front license fee indicated above the Company
will  receive an  additional  $20,000 to $25,000  for each  Safescript  Pharmacy
opened in the licensed  territory  and 4% of gross  revenues on a going  forward
basis. In addition to the  territories  listed above the Company is currently in
negotiations with third parties to sell the license rights for Florida, Alabama,
Georgia,  and Montana.  None of the market  partners or any of their officers or
directors  are  related to the  Company or any of its  subsidiaries,  other than
Curtis  Borman.  Mr.  Borman  is the  chief  executive  officer  of  Mid-America
Pharmacies,  Inc.,  the market  partner for Arkansas,  Illinois,  Iowa,  Kansas,
Missouri,  Nebraska,  and  Oklahoma  and is  currently a nominee to the board of
directors of the Company.  Mid-American  Pharmacies  did not receive any special
consideration  for  their  territory  and paid the  entire up front  payment  of
$924,000.

<PAGE>

The Safe Med division is focusing on improving and  diversifying  the technology
it acquired  pursuant to the Separation  Agreement.  The primary objective is to
continue improving the technology in a manner that will keep the product simple,
safe, and secure while adding valuable  additional  features which the Company's
current  physicians'  and their staff have identified as features that would add
value to the system. In addition to servicing the Safescript division,  Safe Med
is also exploring  additional  vertical  market uses for the Safe Med technology
products.


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

The  Company  believes  it is one of the first  companies  engaged  in  bringing
wireless  communication  technology to this specialized  pharmacy industry.  The
Company  believes  that  it  is  on  the  leading  edge  of   electronic/digital
prescribing  and  fulfillment  services to specialty  pharmacies  and  physician
practices and therefore is  positioned  to be a substantial  participant  in the
arena  of  servicing  the  e-prescribing  and  fulfillment  needs  of  specialty
physicians.  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 deals primarily with scripts generated by the Safe Med system it does
not directly compete with other pharmaceutical  outlets.  Safe Med competes with
other e-prescribing  systems indirectly by competing for the agreements with the
physicians  that  write  scripts  for  pharmaceutical  products  distributed  by
Safescript  Pharmacies.  There are two other companies  operating under the same
basic  e-prescribing  and fulfillment  model as the Company.  The companies were
parties to the Separation  Agreement and are isolated to the markets  granted to
each of them pursuant to the Separation Agreement,  they do not compete with the
Company in markets granted to the Company pursuant to the Separation Agreement.

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

Safescript  purchases the majority of its  pharmaceutical  products and supplies
from   Morris   Dickson  and  Anda   Pharmaceuticals,   Inc.,   wholesalers   of
pharmaceutical  products and the majority of its  equipment  from QS-1  Pharmacy
Systems and ScriptPro Robotics. Relationships with all providers are believed to
be good. In the event that any  wholesaler  ceases to supply  pharmaceutical  to
Safescript  for any reason,  the Company  believes that  alternative  sources of
wholesale supply would be available on similar terms.  Safe Med Systems utilizes
various  suppliers for its hardware,  which is used in the physician offices and
Safescript Pharmacies. There are abundant suppliers of the equipment utilized by
Safe Med Systems and the Company does not foresee any shortage of  accessibility
to the required hardware.

                             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 (the "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.  In addition to the Patent  Application
detailed  above the  Company  has filed for patent  protection  under the Patent
Cooperation Treaty and is exploring the various  international  markets in which
the technology and business systems utilized by the Company could be viable.

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

Each new  location  of a  Safescript  Pharmacy  must be  licensed  by the  state
government,  typically  the state  board of  pharmacy,  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 drugs in addition to the general pharmacy license.

<PAGE>

Many  of the  pharmaceutical  products  handled  by  Safescript  Pharmacies  are
controlled  substances within the meaning of Schedule 2, Schedule 3, Schedule 4,
and Schedule 5 class drugs. In addition to standard record keeping practices the
Schedule 2 pharmaceuticals require the Company to maintain extensive records and
in many  cases  report to state  agencies  the names of persons to whom they are
dispensed, the prescribing physician, and the corresponding amounts dispensed.

         Employees
         ---------

The Company employed 22 persons as of March 21, 2003,  including 5 executive,  9
office & sales personnel,  5 pharmacists,  and 8 additional pharmacy technicians
and support personnel.

Item 2: DESCRIPTION OF PROPERTY

The following table provides  information  with respect to each of the Company's
Safescript  Pharmacy  locations,  all of which are leased from  unrelated  third
persons.

         Longview, Texas                 1,331 sq. ft.         December 31, 2004
         Tyler, Texas                      850 sq. ft.         May 31, 2004
         Texarkana, Texas                1,200 sq. ft.         July 31, 2006
         Shreveport, Louisiana           1,000 sq. ft.         February 10, 2008
         Bossier City, Louisiana         2,500 sq. ft.         February 10, 2008

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 the terms of the lease are at least as advantageous to the
Company as could be obtained from an unrelated person. 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 defendants  counterclaimed alleging default of the
debentures,  breach of  contract,  securities  fraud and common  law fraud.  The
Company 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. 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. An adverse  outcome in the litigation  could have a material  adverse
effect on the  financial  condition of the Company and the results of operations
for the period in which it occurs.

RTIN  Holdings,  Inc.  vs.  MedEx  Systems,  Inc. et al,  Civil Action Cause No.
2:02-CV-159  United States District Court,  Eastern District of Texas (Marshall,
Texas).  The Company filed suit against MedEx Systems,  Inc.,  Pegasus Pharmacy,
Inc.,  as well as its two founders  and  principals  Lawrence  Solow and Ann Rau
("the  Defendants") for breach of certain terms and provisions of the Settlement
and Separation  Agreement between the parties entered into on March 8, 2002. The
Company is seeking  damages of up to  $10,000,000.  The Defendants  have filed a
counterclaim  against the company,  Curtis  Swanson,  and Stanley  Swanson.  The
counterclaims allege that counter-defendants committed various acts which caused
damages to the  counter-plaintiffs,  however  the  Company's  counsel has stated
that,  to date,  they have seen nothing that would cause  liability on behalf of
the Company,  Curtis Swanson,  or Stanley Swanson relating to the counter-claim.
The  Company is not able to  determine  the  probable  outcome of this case.  An
adverse  outcome in the litigation  could have a material  adverse effect on the
financial  condition of the Company and the results of operations for the period
in which it occurs.

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

No matters were  submitted to a vote of the security  holders  during the fourth
quarter of the last fiscal year.


<PAGE>

                                     PART II

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

The Company's common stock is traded on the over-the-counter bulletin board. 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. The prices reflect  inter-dealer  prices,  without retail mark-up,
markdown or commissions and may not represent actual transactions.

         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



         2002                                                     High     Low
         ----                                                     ----     ---

         First Quarter........................................... $8.50    $0.72
         Second Quarter.......................................... $0.77    $0.31
         Third Quarter........................................... $0.49    $0.25
         Fourth Quarter.......................................... $2.16    $0.26

As of December 31, 2002,  the Company  estimates  that there were  approximately
2,100 beneficial  owners of the Company's Common Stock,  and  approximately  315
holders of record.  The Company has not paid a cash dividend on its common stock
and intends to pay cash  dividends  in the future only if the Board of Directors
determines  that funds are  available in excess of those  required for growth of
the Company's business.

The following table sets forth certain information relating to equity securities
authorized for issuance under compensation plans:

<TABLE>
<CAPTION>

                      Equity Compensation Plan Information

---------------------- -----------------------  ----------------------------  -------------------------
                       Number of securities to  Weighted-average exercise        Number of securities
                       be issued upon exercise   price of outstanding          remaining available for
                       of outstanding options,    options, warrants and         future issuance under
                         warrants and rights           rights                 equity compensation plans
                                                                                (excluding securities
                                                                              reflected in column (a))
---------------------- -----------------------  ----------------------------  -------------------------
                                  (a)                     (b)                           (c)
---------------------- -----------------------  ----------------------------  -------------------------
<S>                    <C>                      <C>                           <C>
 Equity compensation
  plans approved by
   security holders               0                        0                             0
---------------------- -----------------------  ---------------------------- --------------------------
 Equity compensation
plans not approved by
  security holders             2,375,000                .2065                            0
---------------------- -----------------------  ---------------------------- --------------------------
      Total                    2,375,000                .2065                            0
---------------------- -----------------------  ---------------------------- --------------------------
</TABLE>


<PAGE>

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,"
"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,  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 choice of site  locations,  development and licensing
delays, need for additional personnel, increases in operating and pharmaceutical
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 foregoing 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
                                    --------

RTIN  Holdings,  Inc. is a Texas  corporation.  The Company  currently  owns and
operates two subsidiary divisions,  Safe Med Systems, Inc., a Texas corporation,
and Safescript  Pharmacies,  Inc., a Texas corporation.  The Safescript division
opened one  Safescript  Pharmacy  in  Longview,  Texas in April  2002,  a second
pharmacy in Tyler,  Texas in October  2002 and a third  pharmacy  in  Texarkana,
Texas in March 2003.  The  Safescript  Pharmacies  division also has two company
owned pharmacies leased and built out in Shreveport and Bossier City,  Louisiana
and is currently  awaiting the issuance of pharmacy  licenses  after which these
units will be opened. In addition the Company's market partners have stores open
in Denver, Colorado,  Tucson, Arizona, and a pharmacy opening in Huntington,  WV
in March 2003.

The 2001 results of operations  are based on the Company's  prior business model
in the restaurant industry which the Company exited in 2002. The Company entered
a new  business  segment  beginning  December  5,  2001,  which is  expected  to
significantly affect the Company's results of operations.

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

Comparison of Year Ended December 31, 2001 and December 31, 2002.

Revenues.  Sales from discontinued operations for fiscal year ended December 31,
2001 were $1,502,143.  On the consolidated  statement of operations for 2001 the
sales and  expenses  from  discontinued  operations  were  netted  together  and
reflected as a loss from discontinued operations of $371,898.  Sales from rental
income,  also  discontinued in 2002, for the fiscal year ended December 31, 2001
were $247,908.  Since  restructuring  its business model the revenues for fiscal
year ended December 31, 2002 increased  significantly to $7,218,028 in 2002 from
$247,908  in 2001 as  restated  for  discontinued  operations.  The  increase in
revenues  from 2001 is  attributed  to the sale of the  license  rights  for the
Company's  Safescript Pharmacy division and increased revenues from the pharmacy


<PAGE>

operations.  License  sales  accounted  for  $6,063,000  of the revenue in 2002.
Management anticipates license fee revenue will continue to play a major roll in
the  Company's  expansion  plans for 2003 and 2004.  In addition to the up front
license fees paid by the Company's  market partners to purchase their respective
territories  and the $20,000 to $25,000  license fees paid in  conjunction  with
each store license, the Company receives 4% of the market partners gross revenue
as a license  and support fee which is paid  monthly  based on the prior  months
gross sales.

Costs and  Expenses.  Operating  costs and  expenses  for the fiscal  year ended
December 31, 2002  increased by $765,849 or 34.7% to  $2,971,913  as compared to
$2,206,064,  as restated  for  discontinued  operations,  for the  corresponding
period ended December 31, 2001. The primary reason for the increase in operating
costs and  expenses  was that the costs of  discontinued  operations  was netted
against  sales  and  combined  as a loss  from  discontinued  operations  on the
consolidated  statements of operations for 2001. The general and  administrative
expenses  ("G&A")  decreased in 2002 from  $1,810,567  in 2001 to  $1,783,883 in
2002.  Depreciation and Amortization  expense ("D&A") increased from $315,497 in
2001 to $576,516 in 2002. The increase in depreciation  and amortization in 2002
was primarily due to the scheduled term of  amortization  for the Company's Safe
Med Systems  technology  which is 3 to 5 years as compared to 15 to 20 years for
the fixed assets held by the Company pursuant to its prior business model.  Both
D&A as well as G&A are  included  in the  total  operating  costs  and  expenses
detailed above.

Net  Profit and Loss.  The  Company  had a net profit for the fiscal  year ended
December 31, 2002 of $4,497,058  compared to net loss of  $2,727,032  for fiscal
year ended December 31, 2001. Over the course of 2001 and early 2002 the Company
underwent a reorganization plan and eliminated its restaurant division.  The net
loss in 2001 is due primarily to discontinuation of operations of its restaurant
division and the charge off and other expenses  associated  with the elimination
of the restaurant  operations while the profit in 2002 was attributed  primarily
to the sale of license rights to operate  Safescript  Pharmacies and utilize the
Safe Med Systems technology to its market partners throughout the United States.
The revenue from the sale of  territories  pursuant to the Company's  Safescript
Pharmacy and Safe Med Systems division is highly  profitable as there is no cost
of goods associated with the sale, which is the primary reason for the increased
profitability in 2002 over 2001.

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

The  Company is  currently  operating  out of cash flow from  operations  of its
Safescript  Pharmacies,  the cash it receives monthly from the collection of its
notes  receivable,  and the ongoing  license fee income from its market  partner
Safescript Pharmacies.

The Company may 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 these tasks
through  continuing  collection  of its  current  notes  receivables,  operating
profits from the Company's Safescript Pharmacy operations,  licensing the use of
the  Safescript  Pharmacies  model and Safe Med  technology to additional  third
parties,  obtaining  extended  payment terms from its  suppliers,  incurrence of
additional  indebtedness,  and/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 could have an adverse impact on the realization of
the Company's expansion plans.


<PAGE>

Item 7.  FINANCIAL STATEMENTS







                               RTIN HOLDINGS, INC.

                                 LONGVIEW, TEXAS

                           DECEMBER 31, 2002 AND 2001



                                       8
<PAGE>

                               RTIN HOLDINGS, INC.

                                 LONGVIEW, TEXAS


                                TABLE OF CONTENTS




                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                          F-1

Financial Statements --

  Consolidated Balance Sheets                                               F-3

  Consolidated Statements of Operations                                     F-4

  Consolidated Statements of Stockholders' Equity (Deficit)                 F-5

  Consolidated Statements of Cash Flows                                     F-7

Notes to Consolidated Financial Statements                                  F-10
















<PAGE>

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

                    Independent Certified Public Accountants
                    ----------------------------------------


We have audited the  accompanying  consolidated  balance sheet of RTIN Holdings,
Inc. (a Texas  Corporation)  and  Subsidiaries  as of December 31, 2002, and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for the year 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 audit.

We conducted our audit 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
audit provides 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,  2002,  and the results of their  operations  and their cash
flows  for the  year  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States of America.



Shreveport, LA
March 25, 2003







                                       F-1
<PAGE>

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

                    Independent Certified Public Accountants
                    ----------------------------------------


We have audited the  accompanying  consolidated  balance sheet of RTIN Holdings,
Inc. (a Texas  Corporation)  and  Subsidiary  as of December 31,  2001,  and the
related  consolidated  statements of operations,  stockholders' equity (deficit)
and cash flows for the year 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
audit.

We conducted our audit 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
audit provides 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 the results of their  operations  and their cash
flows  for the  year  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.
March 25, 2003



                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2002 AND 2001



   A S S E T S                                                2002          2001
   -----------                                             ----------    ----------
<S>                                                        <C>           <C>

Current assets:
   Cash                                                        80,763         1,348
   Certificate of deposit (8%-matures 12-12-03)               924,000          --
   Trade accounts receivable, net of allowance
     for uncollectible accounts of $-0- 2002 and
     $2,311-2001                                              126,466          --
   Notes receivable-current portion                         1,309,021          --
   Inventories                                                187,223          --
                                                           ----------    ----------
        Total current assets                                2,627,473        14,860

Property and equipment, at cost:
   Buildings and leasehold improvements - discontinued           --            --
      operations
   Buildings and leasehold improvements                         9,843          --
   Furniture, fixtures and equipment                           75,812       224,260
   Vehicles                                                      --          29,950
                                                           ----------    ----------
                                                               85,655       254,210
   Accumulated depreciation                                   (16,086)     (173,025)
                                                           ----------    ----------
        Net property and equipment                             69,569        81,185

Other assets:
   Notes receivable, less current portion                   2,986,000          --
   Assets held for sale, net of $80,000 reserve
     for impairment                                              --            --
   Cost of medical technology software less amortization
     of $222,098-2002 and $-0- 2001                         1,130,963       358,753
   Net Assets of Discontinued Operations - Note 11          --         832,713
   Deposits                                                     1,970          --
                                                           ----------    ----------
        Total other assets                                  4,118,933     1,191,466
                                                           ----------    ----------



Total assets                                                6,815,975     1,273,999
                                                           ==========    ==========
</TABLE>


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


<PAGE>
<TABLE>
<CAPTION>


  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              2002           2001
  ----------------------------------------------          -----------    -----------
<S>                                                       <C>            <C>

Current liabilities:
   Cash overdrafts                                               --             --
   Notes payable-Note 4                                       579,234        793,220
   Accounts payable                                           532,392        261,492
   Accrued expenses and other liabilities-Note 3              821,842      1,102,317
                                                          -----------    -----------
        Total current liabilities                           1,933,468      2,157,029

Deferred liabilities                                             --           48,958

Convertible debentures-Note 5                                    --        1,996,301
                                                          -----------    -----------

        Total liabilities                                   1,933,468      4,202,288

Commitments and contingencies-Notes 10 and 13                    --             --

Stockholders' equity (deficit):
   Series A preferred stock, $.10 par value, 10,000,000
     shares authorized, 1,999,920 shares issued ($1 per
     share liquidation value or $1,999,920)-Note 9          1,996,301           --
   Common Stock, $.01 par value, 25,000,000 and
     50,000,000 shares authorized; 9,818,472 and
     1,029,082 shares issued and 9,621,310 and
     831,920 outstanding                                       98,185         10,291
   Additional paid-in capital                              15,762,024     14,532,483
   Retained deficit                                       (12,106,001)   (16,603,059)
                                                          -----------    -----------
                                                            5,750,509     (2,060,285)
Less-197,162 treasury shares, at cost                        (868,002)      (868,002)
                                                          -----------    -----------
        Total stockholders' equity (deficit)                4,882,507     (2,928,287)
                                                          -----------    -----------

Total liabilities and stockholders' equity (deficit)        6,815,975      1,274,001
                                                          ===========    ===========
</TABLE>




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

                                      F-3

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                  2002          2001
                                                               ----------    ----------
<S>                                                            <C>           <C>
Revenues:
   License fees                                                 6,063,000          --
   Pharmaceutical sales                                         1,106,800          --
   Restaurant sales-continuing location                              --            --
   Restaurant sales-discontinued locations                           --            --
   Rental income                                                   48,228       247,908
                                                               ----------    ----------
        Total revenues                                          7,218,028       247,908

Operating costs and expenses:
   Cost of sales-pharmaceuticals                                  611,514          --
   Cost of sales-continuing location-restaurants                     --            --
   Cost of sales-discontinued locations-restaurants                  --            --
   General and administrative expenses                          1,783,883     1,810,567
   Depreciation and amortization                                  576,516       216,473
   Impairment of assets                                              --          80,000
                                                               ----------    ----------
        Total operating costs and expenses                      2,971,913     2,107,040
                                                               ----------    ----------

        Income (loss) from operations                           4,246,115    (1,859,132)

Non-operating income (expense):
   Interest expense                                              (198,281)     (245,314)
   Interest income                                                  4,329          --
   Income on forgiveness of debt                                  497,597          --
   (Loss) on foreclosure of office buildings-Note 2 and 6            --        (119,483)
   Gain on sales of assets                                           --            --
                                                               ----------    ----------
        Total non-operating income (expense)                      303,645      (364,797)
                                                               ----------    ----------

Income (loss) from continuing operations before income taxes    4,549,760    (2,223,929)

Income tax benefit-Note 7                                            --          10,000
                                                               ----------    ----------

Discontinued operations                                              --        (618,926)
   Loss from operating discontinued restaurants

Gain (Loss) on disposal of restaurants                               --         105,823

Income (loss) from continuing operations                        4,549,760          --

(Loss) from discontinued operations                               (52,702)         --
                                                               ----------    ----------

Net income (loss)                                               4,497,058    (2,727,032)
                                                               ==========    ==========

Net income (loss) per common share (less preferred
   dividends $199,992) basic and dilutive                             .76         (3.74)
                                                               ==========    ==========
Weighted average common shares outstanding,
   basic and dilutive                                           5,628,167       728,475
                                                               ==========    ==========
</TABLE>

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

                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                         Common Stock          Additional
                                                   ----------------------       Paid-In
                                                     Shares       Amount        Capital
                                                   ----------   ----------     ----------
<S>                                                <C>          <C>            <C>
Balance, January 1, 2001                           36,581,346      365,814   12,265,653

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

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

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

Sales of common stock pre split                     1,108,317       11,083       41,369

Acquisition of treasury stock from executive
   officer                                               --           --           --

Treasury stock issued for acquisition                    --           --         25,000

Shares issued for legal services                   10,000,000      100,000         --

Shares received in settlement of RSI recission       (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

Treasury shares received in connection
   with Series C stock sales                             --           --        165,000

Sale of treasury shares                                  --           --        484,146

Treasury shares issued for services                      --           --        250,000

Fair market value of common stock contributed
   by major shareholder for legal fees                   --           --         18,000

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

</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>
                                                                                                          Total
                                                  Series A           Retained         Treasury        Stockholder's
                                               Preferred Stock      (Deficit)          Stock             Equity
                                               ---------------   ---------------   ---------------   ---------------
<S>                                            <C>               <C>               <C>               <C>
Balance, January 1, 2001                                  --         (13,876,027)         (773,456)       (2,018,016)

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

Shares issued to debenture holders for interest           --                --                --             422,100

Shares issued to executive offices for services           --                --                --              66,609

Sales of common stock pre split                           --                --                --              52,452

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

Treasury stock issued for acquisition                     --                --               5,000            30,000

Shares issued for legal services                          --                --                --             100,000

Shares received in settlement of RSI recission            --                --                --                --

Cancellation of escrowed shares                           --                --                --                --

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

Treasury shares received in connection
   with Series C stock sales                              --                --            (165,000)             --

Sale of treasury shares                                   --                --              57,954           542,100

Treasury shares issued for services                       --                --              12,500           262,500

Fair market value of common stock contributed
   by major shareholder for legal fees                    --                --                --              18,000

Effect of 50 to 1 reverse split                           --                --                --                --
</TABLE>

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

                                       F-5
<PAGE>

                               RTIN HOLDINGS, INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



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

Sale of common stock post reverse split       150,000        1,500      268,500

Net loss                                         --           --           --
                                           ----------   ----------   ----------

Balance, December 31, 2001                  1,029,082       10,291   14,532,483

Sale of common stock                        1,854,000       18,540      447,640

Shares issued for services                  1,365,857       13,659      449,464

Series C conversion                         5,500,000       55,000       55,000

Shares issued for interest on debentures       69,533          695      277,437

Series A preferred stock issuance                --           --           --

Net income                                       --           --           --
                                           ----------   ----------   ----------

Balance-December 31, 2002                   9,818,472       98,185   15,762,024
                                           ==========   ==========   ==========



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

<PAGE>
<TABLE>
<CAPTION>

                                                                                                        Total
                                              Series A           Retained          Treasury         Stockholder's
                                           Preferred Stock      (Deficit)            Stock              Equity
                                           ---------------   ---------------    ---------------    ---------------
<S>                                        <C>               <C>                <C>                <C>
Sale of common stock post reverse split               --                --                 --              270,000

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

Balance, December 31, 2001                            --         (16,603,059)          (868,002)        (2,928,287)

Sale of common stock                                  --                --                 --              466,180

Shares issued for services                            --                --                 --              463,123

Series C conversion                                   --                --                 --              110,000

Shares issued for interest on debentures              --                --                 --              278,132

Series A preferred stock issuance                1,996,301              --                 --            1,996,301

Net income                                            --           4,497,058               --            4,497,058
                                           ---------------   ---------------    ---------------    ---------------

Balance-December 31, 2002                        1,996,301       (12,106,001)          (868,002)         4,882,507
                                           ===============   ===============    ===============    ===============
</TABLE>











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


                                       F-6
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001




                                                                  2002          2001
                                                               ----------    ----------
<S>                                                            <C>           <C>
Cash flows from operating activities:
   Net income (loss)                                            4,497,058    (2,727,032)
   Adjustments to reconcile net income (loss) to net
     cash used by operating activities:
       Depreciation and amortization                              616,516       315,497
       (Gain) on sales of assets                                     --        (105,823)
       (Gain) on write-down of notes payable                     (550,000)         --
       Benefit for deferred income taxes                             --         (10,000)
       Stock for services                                         463,303       447,109
       Notes payable issued for legal fees                         50,000       500,000
       Interest paid with stock                                   278,132          --
       Write-down and impairment of assets                           --          80,000
       Loss on foreclosure of restaurant building                    --         119,483
       Loss from note payable refinancing                         301,380          --
     Changes in operating assets and liabilities
       Decrease (increase) in inventories                        (180,718)          581
       (Increase) in accounts and notes receivable             (4,421,487)         --
       Decrease in market value of marketable securities             --          24,140
       Decrease in prepaid expenses                                  --           1,970
       (Increase) in other assets                                  (1,970)         --
       Increase in cash overdrafts                                   --          14,539
       Increase (decrease) in accounts payable                    310,797      (137,401)
       Increase in accrued expenses and other liabilities          19,339       643,294
       Increase (decrease) in deferred liabilities                (48,958)       16,320
                                                               ----------    ----------
         Net cash provided by (used) in operating activities    1,333,392      (817,323)

Cash flows from investing activities:
   Purchase of property and equipment                             (94,689)         --
   Purchase/costs of software                                    (994,309)     (508,753)
   Sale of rights to software                                        --         150,000
   Proceeds from sales of property and equipment                     --         325,000
   Purchase of certificate of deposit                            (924,000)         --
                                                               ----------    ----------
         Net cash (used) in investing activities               (2,012,998)      (33,751)
</TABLE>

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

                                       F-7
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                 (FORMERLY RESTAURANT TEAMS INTERNATIONAL, INC.)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                                        2002          2001
                                                                     ----------    ----------
<S>                                                                  <C>           <C>
Cash flows from financing activities:
   Proceeds from issuance of long-term debt                             373,305          --
   Principal payments on long-term debt                                 (87,291)       (7,073)
   Payments on notes due to related parties                                --         (47,500)
   Proceeds from sales of common stock                                  466,000       864,552
                                                                     ----------    ----------
         Net cash provided by financing activities                      752,014       809,979
                                                                     ----------    ----------

Net increase (decrease) in cash                                          72,408       (41,097)

Cash at beginning of year                                                 8,355        49,452
                                                                     ----------    ----------

Cash at end of year                                                      80,763         8,355
                                                                     ==========    ==========


Supplemental cash flow information
   Interest paid                                                        198,281         6,223
                                                                     ==========    ==========
   Income taxes paid                                                       --            --
                                                                     ==========    ==========

Non-cash investing and financing transactions:
   Debentures converted to preferred stock                           (1,996,301)         --
   Common stock issued for interest                                     277,437         5,000
   Additional paid-in capital created from interest                        --         417,100
   Accrued interest settled for common stock                               --        (422,100)
   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
</TABLE>

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

                                      F-8

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                                     2002          2001
                                                                  ----------    ----------
<S>                                                               <C>           <C>

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
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
Increase in Series A preferred stock for debentures                1,996,301          --
Reduction in accrued expenses-stock for interest                    (277,437)         --
Reduction in notes payable for settlement                           (550,000)         --
Increase in other income from settlement                             550,000          --
Reduction in accrued expenses for FDIC note settlement              (427,511)         --
Reduction in notes payable for FDIC settlement                    (1,366,421)         --
Reduction in fixed assets for FDIC settlement                      1,793,932          --
                                                                  ----------    ----------
                                                                        --            --
                                                                  ==========    ==========
</TABLE>

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


                                       F-9
<PAGE>

                               RTIN HOLDINGS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001

1.       Organization and Description of Business
         ----------------------------------------
         RTIN Holdings, Inc. ("the Company"), a Texas Corporation,  was formerly
         known as Restaurant Teams International,  Inc. Effective the early part
         of 2002, the Company,  through its separation agreement detailed below,
         obtained a perpetual  paid-up license to utilize,  improve,  resell and
         distribute  medical  technology  within certain  protected  territories
         within the United  States.  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, owned and operated
         one  restaurant  and  owned two other  restaurant  facilities  which it
         leased to other operators.  The Company has discontinued the restaurant
         business.

         The Company formed Safe Med Systems,  Inc.  ("Safe Med"),  charged with
         duplicating  and  enhancement of the  technology  system and Safescript
         Pharmacies,   Inc.,   and   Safescript   Pharmacies   #1,  #2,  and  #3
         ("Safescripts"),  the  retail  pharmacies,  which  focus  on  the  pain
         management  sector and are the  preferred  pharmacies  for the Safe Med
         prescriptions.  The  Safescripts  are  located in  Longview,  Tyler and
         Texarkana, Texas.

         The accompanying  financial statements for 2002 include the accounts of
         the Company and its wholly-owned subsidiaries,  Safe Med Systems, Inc.,
         Safescript Pharmacies,  Inc., Safescript  Pharmacies,  Inc. #1, #2, and
         #3, and the discontinued entity Restaurant Team International.

         The accompanying 2001 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
         consolidations for 2001 and 2002.

2.       Summary of Significant Accounting Policies
         ------------------------------------------
         Financial Instruments
         The  Company's  financial  instruments  at December  31, 2002 and 2001,
         other  than  cash and  accounts  payable,  include  accounts  and notes
         receivable,  notes  payable  and  convertible  debentures.   Management
         believes the fair values of its financial instruments 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.

         Notes Receivable
         The Company accepts notes in regard to the sale of license territories.
         These notes are  primarily  paid over six to twelve  months with a cash
         down  payment.  The notes bear  interest from 6% to 8%. The Company has
         one  note  that is for  eighteen  months  with  $200,000  due  2003 and
         $2,986,000 due 2004. Collateral for the notes is the licensed territory
         and any pharmacies opened therein.


                                      F-10
<PAGE>

2.       Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------
         Inventories
         Inventories at 2002 consist of  pharmaceuticals  and at 2001 consist of
         food, beverage items and paper supplies.  Inventories are stated at the
         lower of cost (first-in, first-out method) or market in both instances.

         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.

         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 Software Costs
         The  Company  amortizes  all costs  related  to the  production  of its
         software over a 3-year life.

         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.  No assets were held
         for sale in 2002.

         Medical Technology
         The Company has  capitalized  the cost of medical  technology  software
         incurred  during 2002 totaling  $994,308,  as provided in FAS 86. These
         costs were  incurred  subsequent  to obtaining  the  technology  in the
         agreement of separation, as noted below. These costs were for producing
         product  masters   incurred   subsequent  to  establishing   technology
         feasibility.  The software  costs are being  amortized over three years
         with $222,098 being charged to operations in 2002 and $-0- in 2001.

         Revenue Recognition
         As of 2002, the Company recognizes revenue from (1) the sale of license
         for a specific  territory in the United States,  (2) the royalties from
         pharmacies  set up and operated in the  territory and (3) the operation
         of its own  pharmacies.  In  regard to Item 1, the  Company  recognizes
         revenue  at the time of the  sale  based  upon  guidance  in  Financial
         Accounting  Standards  Board  (FASB) 45.  Also in regard to FASB 45, it
         recognizes  the fee it receives for each  pharmacy  established  by the
         licensee  ($20,000/pharmacy) and the 4% royalty of gross pharmacy sales
         as income when  earned.  The Company  recognizes  revenue  from its own
         pharmacies  at the time of the sale of the  product.  Sales and related
         costs  are  recognized  by the  Company  upon the sale of  products  at
         restaurant locations. The restaurant business was discontinued in early
         2002.

                                      F-11
<PAGE>


2.       Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------

         Advertising Costs
         All advertising and promotional  costs are expensed when incurred.  The
         Company  incurred  approximately  $15,667 and $88,523 in marketing  and
         advertising expenses in 2002 and 2001, 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, 2002 and 2001, the Company had no items
         that  represent  other  comprehensive  income and,  therefore,  has not
         included  a  schedule  of   comprehensive   income  in  the   financial
         statements.

         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 and warrants  totaling
         approximately  28,870  shares  for 2001 were not  included  as they are
         anti-dilutive.  In 2002, 85,000 shares of options were included as they
         were dilutive. The effect of discontinued  operations on EPS was ($.01)
         - 2002 and ($.70) - 2001 per share. See Note 9.

         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 80,000 stock options to two executive  employees during
         2002 at $2.08 per share. 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).

         Liquidity
         In 2002, the Company has working  capital of $694,005.  The Company had
         experienced  significant  net losses in 2001 and had a working  capital
         deficit of $3,615,546  at December 31, 2001. A  significant  portion of
         the net losses resulted from noncash 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.


                                      F-12
<PAGE>


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, 2002,  $824,000 of balances
         exceeded the FDIC insured limits.

         The Company extends credit from time to time to others,  generally on a
         short-time basis, in regard to the sale of license territory areas. The
         Company  currently  has extended  credit to one company for the license
         rights  to  territory  on the  west  coast of the  U.S.  The  Company's
         collateral  is  discussed  in  the  notes  receivable   section  above.
         Management  has reviewed the credit  worthiness  of the major owner and
         investors of the Company and believe that the  concentration  of credit
         risk is adequately  secured.  The  concentration of this credit risk is
         $3,186,000.  If the creditor did not perform under this  obligation and
         the collateral was not adequate to support the credit the Company would
         incur a loss of $3,186,000.

         Major Customers
         The  Company's  sale  of  license  fees  was  to a  limited  number  of
         companies.  There was one major  sale that  represented  57.7% of total
         revenue from license fees.

         Accounting Pronouncements
         During  2002,  the FASB  issued  the  following  statements:  No.  145,
         Recession of FASB  Statements  No. 4, 44 and 64,  Amendment of FASB No.
         13,  Technical  Corrections;  No. 146,  Accounting for Costs Associated
         with Exit or  Disposal  Activities;  No 147,  Acquisitions  of  Certain
         Financial   Institutions;   No.   148,   Accounting   for   Stock-Based
         Compensation-Transition   and   Disclosure.   Also,   the  FASB  issued
         interpretations   No.  45,   Guarantor's   Accounting   and  Disclosure
         Requirements   for  Guarantees,   Including   Indirect   Guarantees  of
         Indebtedness of Others and No. 46,  Consolidation of Variable  Interest
         Entities.

         These  statements  are not  expected  to have a material  impact on the
         Company's financial statements.

         Acquisitions
         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.

         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.

         Prior to  November 8, 2001,  the  Company had loaned 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


                                      F-13
<PAGE>

2.       Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------
         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.

         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.

         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.


                                      F-14
<PAGE>

2.       Summary of Significant Accounting Policies (Continued)
         ------------------------------------------------------

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

3.       Accrued Expenses and Other Liabilities
         ---------------------------------------
         Accrued  expenses and other  liabilities at December 31, 2002 and 2001,
         consist of the following:

                                                              2002        2001
                                                           ---------   ---------

         Accrued interest payable                             88,622     585,113
         Accrued expenses                                       --       138,702
         Property taxes payable                                 --        20,469
         Accrued payroll and related taxes                   733,220     278,423
         Deposits received on stock sales                       --       110,000
         Sales taxes payable                                    --         6,463
                                                           ---------   ---------
                                                             821,842   1,139,170
                                                           =========   =========

4.       Notes Payable
         -------------
         Notes Payable at December 31, 2002 and 2001, consists of the following:
<TABLE>
<CAPTION>

                                                                  2002        2001
                                                                -------     -------
         <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

         Note payable to a bank, interest 9.5%, monthly
         principal and interest payments of $2,935,
         remaining unpaid principal and interest due
         past due, unsecured                                    110,003     110,003
</TABLE>


                                      F-15

<PAGE>
<TABLE>
<CAPTION>


4.       Notes Payable (Continued)
                                                                  2002        2001
                                                               ---------   ---------
         <S>                                                   <C>         <C>
         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                           6,331      10,317

         Note payable to shareholder, interest 8%, due
         December 31, 2003                                       175,000        --

         Note payable to bank, interest 8%, due on demand        100,000        --

         Note payable to corporation, interest at 0%, due
         on demand                                                40,000        --

         Note payable to individual, interest 9.75%, due
         May 11, 2003, unsecured                                  25,000        --
                                                               ---------   ---------
                Total notes payable                              579,234   2,159,641
                                                               =========   =========
</TABLE>

5.       Convertible Debentures
         ----------------------
         On May 29,  1998,  the Company  entered  into an agreement to issue two
         tranches 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.) During  2002,  the Company  received
         authorization  for the issuance of its preferred  stock. The debentures
         totaling  $1,996,301 was exchanged for the preferred stock, as outlined
         in Note 9. The Company also issued 69,533 shares of common stock to the
         debenture  holders in payment of the  $278,132 of  interest  due on the
         debentures.

         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.


                                      F-16
<PAGE>


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.

         Refer to Notes 4 and 8 for details of other  transactions  with related
         parties.

         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,
         $485,000 in 2004, and $550,000 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.  The executives  have
         agreed to forgo any incentive pay for 2002.

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, 2002 and 2001, are set forth below.  The Company
         had no material deferred tax liabilities at December 31, 2002 and 2001.
         The Company's valuation allowance decreased by $1,529,000 and increased
         by  $920,590  in  the  years   ended   December   31,  2002  and  2001,
         respectively.

                                                          2002          2001
                                                       ----------    ----------
         Deferred tax assets:
           Cash to accrual adjustment                   1,305,000       456,000
           Debenture beneficial conversion feature           --         144,000
           Reserve for litigation settlement               40,000        40,000
           Deferred rent                                     --          17,000
           Property and equipment depreciation               --          35,000
           Allowance on assets held for sale                 --          27,000
           Net operating loss                           2,550,000     4,705,000
                                                       ----------    ----------
                Total deferred tax assets               3,895,000     5,424,000
         Valuation allowance for deferred tax assets   (3,895,000)   (5,424,000)
                                                       ----------    ----------
         Net deferred tax assets                             --            --
                                                       ==========    ==========

                                      F-17
<PAGE>

7.       Income Taxes (Continued)

         The Company has a net  operating  loss of  approximately  $7,500,000 at
         December 31, 2002, which may be applied to reduce future taxable income
         through the year 2019.

         The income tax benefit consists of the following:

                                           2002          2001
                                        ----------    ----------

         Federal income tax:
            Current (expense) benefit   (1,529,000)       10,000
            Deferred benefit             1,529,000          --
                                        ----------    ----------
                                              --          10,000
                                        ==========    ==========

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

                                                                 Year Ended December 31,
                                                                   2002           2001
                                                                ----------     ----------
<S>                                                              <C>           <C>

         Income (loss) before income tax                         4,497,058     (2,737,032)
         U.S. corporate tax rate                                        34%            34%
                                                                ----------     ----------
         Expected (expense) benefit                              1,529,000       (930,590)

         Effect of valuation allowance on deferred tax assets   (1,529,000)       920,590
                                                                ----------     ----------

         Actual (benefit)                                             --          (10,000)
                                                                ==========     ==========
</TABLE>

8.       Operating Leases
         The Company leases the its corporate offices in Longview,  Texas from a
         related  party.  Total rent paid on that lease in 2002 was $6,423.  The
         Company  also leases three  locations  for its  Safescript  Pharmacies.
         Total rent paid on those leases in 2002 was $26,800.

         Future minimum lease commitments at December 31, 2002 are as follows:

                                                   Outside    Related
                                                   Parties     Party      Total
                                                  --------   --------   --------
         December 31, 2003                          32,200      6,423     38,623
         December 31, 2004                          17,100      6,423     23,523
         December 31, 2005                          12,000       --       12,000
         December 31, 2006                          12,000       --       12,000
         December 31, 2007                           4,000       --        4,000
                                                  --------   --------   --------
                                                    77,300     12,846     90,146
                                                  ========   ========   ========

         The leases the Company previously had for its restaurant  business were
         terminated  and the Company was  released  from further  obligation  on
         those during 2002.

         The  Company  entered  into a  technology  lease for  managed  web-site
         infrastructure  during 2002. That lease is for two years. Total expense
         charged to operations  in 2002 was $75,303.  Lease  payments  under the
         remaining terms are $100,004-2003 and $41,835-2004.


                                      F-18
<PAGE>

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 (post  split) stock  issued in  connection  with the
         retention of the law firm and IT/IS, Inc.

         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.
         During 2002, the Company received  authorization  from the Secretary of
         State of Texas for the preferred stock.

         In February of 2001, the Company and the  debentures  holders agreed to
         convert the  debentures  and  accrued  interest  into 69,533  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 debentures were converted during 2002 after receiving authorization
         from the Secretary of State,  as noted above.  The Series A Stock has a
         par value of $.10 per  share,  bears  interest  at 10% per annum on the
         face

                                      F-19
<PAGE>

9.       Stockholders' Equity   (Continued)
         ----------------------------------
         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.  Dividends in arrears on cumulative
         preferred  stock at  December  31,  2002  were  $199,920  and have been
         deducted in arriving at EPS of common stock.

         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.

         During 2002, the Company rescinded the Series B Stock issuance.

         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.



                                      F-20
<PAGE>
<TABLE>
<CAPTION>

9.       Stockholders' Equity   (Continued)
         ----------------------------------

         The remaining 189,092 shares remained as treasury stock at December 31,
         2002 and 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.

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

                                                              2002                  2001
                                                    ---------------------   ---------------------
                                                                 Weighted                Weighted
                                                                 Average                 Average
                                                                 Exercise                Exercise
                                                      Shares      Price      Shares       Price
                                                    ---------   ---------   ---------   ---------
         <S>                                         <C>        <C>         <C>         <C>
         Outstanding-beginning of year                 20,780      119.78     793,500        2.72
         Granted                                       80,000        2.08     250,000         .23
         Forfeited                                     15,780      119.78        --          --
                                                    ---------   ---------   ---------   ---------

         Outstanding at December 16, 2001                 N/A        --     1,043,500        2.40

         Effect of 50 to 1 reverse stock split
           on December 17, 2001                           N/A       --            /50         x50
                                                    ---------   ---------   ---------   ---------

         Outstanding-end of year after giving
            effect to 50 to 1 reverse stock split
            in 2001                                    85,000        2.27      20,780      119.78
                                                    =========   =========   =========   =========

         Options exercisable-end of year               85,000        2.12      20,780      119.78
                                                    =========   =========   =========   =========

         Weighted average fair value of options
           granted during the year                       2.08         N/A         .23         N/A
</TABLE>


         The weighted average  remaining  contractual life of those options is 3
         and 1.67 years in 2002 and 2001,  respectively.  The exercise prices of
         outstanding options range from $2.08 to $5.00 as of December 31, 2002.

         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, 2002,  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 2002 and  2001,  pursuant  to the
         employee compensations provisions of SFAS 123, the Company's net income
         (loss) and income  (loss) per share would have been adjusted to the pro
         forma amounts indicated: 2002 2001 ---- ----

          Net income (loss)-as reported                   4,497,058  (2,727,032)
          Net income (loss)-pro forma                     4,320,258  (2,736,557)
          Net income (loss) per common share-as reported        .76       (3.74)
          Net income (loss)-pro forma                           .73       (3.76)


                                      F-21
<PAGE>

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.

         All the above warrants were canceled in 2002.

         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.

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.

         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


                                      F-22
<PAGE>

10.      Commitments and Contingencies (continued)
         -----------------------------------------

         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.  This  guarantee  has expired as of December 31,
         2002 with the Company not making any payments under the agreement.

         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.

         Consulting/Employment Agreements
         In  April  2002,  the  Company  entered  into an  executive  employment
         agreement  with  an  individual  as its  Chief  Information  Technology
         Officer.  The employment agreement provides for an initial term of four
         years  with  an  automatic  extension  of one  year  unless  notice  of
         non-extension is given by either party 30 days before  expiration.  The
         agreement  provides  for  total  base  salaries  of  $195,000  in 2002,
         $215,000 in 2003, $235,000 in 2004, and $275,000 in 2005 plus incentive
         compensation  of up to .25%-2002,  45%-2003,  50%-2004 and 2005 of base
         salary  based  upon  certain  criteria,  as  defined,  plus  automobile
         allowances  and life and health  insurance  coverages.  In the event of
         termination  without  cause,  the  executive is entitled to two hundred
         percent (200%) of the executive's  base salary in effect on the date of
         termination   plus  two  hundred  percent  (200%)  of  the  executive's
         incentive  compensation  for the  fiscal  year in which  employment  is
         terminated.  The  executive  is also  entitled  to options to acquire a
         total of 250,000  shares each of RTIN's post split common stock at $.10
         per share.  The options are  exercisable  as follows:  62,500 shares on
         January  2003,  87,500 shares on January  2004,  and 100,000  shares on
         January 2005, if still employed by the Company's  exercise dates. There
         was no incentive compensation for 2002.

         The Company  has  entered  various  consulting  agreements  whereby the
         Company  pays  the  consultant  in  common  stock of the  Company.  The
         agreements are for one year terms and end in October 2003. Total shares
         issued under these  agreements are 640,000  shares of common stock.  In
         regard to these agreements and other agreements having expired in 2002,
         the Company issued  1,365,857 shares of common stock valued at $463,123
         for services.

                                      F-23
<PAGE>

11.      Subsequent Events
         -----------------

         In February 2003, the Company  accepted  rights to subscribe to 975,363
         shares of stock in Safescript  Pharmacies of Ohio,  Inc. (not a related
         party) at $.35 per share or $341,377 in return for a reduction in their
         note receivable.  The remaining $508,623 of the note receivable will be
         paid in cash.

         The Company entered into two lease  agreements in February 2003 to open
         pharmacies in Shreveport and Bossier City, Louisiana.

         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.

         The  2001   statement  of  operations  has  been  restated  to  reflect
         restaurant  operations  as  discontinued.  Total  revenues were reduced
         $2,015,246 and costs were reduced $1,874,041,  and a loss of ($513,103)
         was reported as discontinued operations. This was also reflected on the
         Balance  Sheet as NET  ASSETS OF  DISCONTINUED  OPERATIONS  which  were
         disposed of in 2002.


12.      Segment Reporting
         -----------------

         As of December  31,  2002,  the Company  only  operated in one industry
         segment,  pharmaceutical  sales and sales of  license  territories  for
         pharmacies.

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

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,  as of December 31,
         2001, the Company had 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.

14.      General and Administrative Expense
         ----------------------------------

         The major component of general and  administrative  expense for 2002 is
         salaries and related payroll taxes totaling $1,124,253.

15.      Fourth Quarter
         --------------

         The  affect of  year-end  adjustments  on the  fourth  quarter  results
         increased income by $47,743.


                                      F-24
<PAGE>

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

On August 13, 2002,  the Company  dismissed  Killman  Murrell & Company P.C. and
retained  Heard,  McElroy & Vestal,  LLP as the  Company's  independent  outside
accountants.  The report from Killman  Murrell & Company P.C. for the year ended
December  31, 2001 was  qualified  by  concerns  relating to whether the Company
could remain in operation  because of  substantial  losses during that year. The
report of Heard, McElroy & Vestal, LLP for the year ended December 31, 2002 does
not contain a similar qualification.  The Company did not have any disputes with
its  former or current  independent  accountants  and the change in  independent
accountants was approved by the Board of Directors of the Company.

The Company's former auditors,  Killman,  Murrell, & Company,  P.C. expressed to
the Company that the 10-QSB reports for the first, second, and third quarters of
2001 needed to be amended.  After a thorough  review of the Company's  financial
records,  management has determined that the Company did not understate  revenue
in the first quarter of 2001 but did understate revenue by $93,001 in the second
quarter  of 2001 and  $96,549  in the third  quarter  of 2001 as a result of the
omission of certain  credit  card sales  relating  to the  Company's  restaurant
operations  during the second and third  quarters of 2001 and the  inclusion  of
such receipts in the fourth  quarter of 2001. The Company has amended its second
and third quarter 2001 reports to reflect the restatements.


                                    PART III

PURSUANT  TO  GENERAL  INSTRUCTION  E, ITEMS 9 THROUGH  12 ARE  INCORPORATED  BY
REFERENCE TO THE COMPANY'S  PROXY  STATEMENT  FILED WITH THE COMMISSION ON MARCH
13, 2003 RELATING TO THE 2003 ANNUAL MEETING OF SHAREHOLDERS.

                                 Cross Reference

Form 10-KSB Item Number and Caption                   Proxy Materials Caption

Item  9.  Directors,   Executive                Election of Directors; Executive
Officers,  Promoters and Control                Officers;    Transactions   with
Person;  Compliance With Section                Management and Certain  Business
16(a) of the Exchange Act.                      Relationships; and Section 16(a)
                                                Beneficial  Ownership  Reporting
Item 10. Executive Compensation.                Compliance

Item 11.  Security  Ownership of                Executive Compensation
Certain  Beneficial  Owners  and
Management      and      Related                Voting  Securities and Ownership
Stockholder Matters.                            Thereof  by  Certain  Beneficial
                                                Owners and Management
Item 12.  Certain  Relationships
and Related Transactions                        Transactions with Management and
                                                Certain Business Relationships




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

2.2      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  (incorporated by
         reference  to the Form 10-KSB  filed with the  Securities  and Exchange
         Commission on May 7, 2002).

3.2      Certificate of Correction to the First Amended and Restated Articles of
         Incorporation  (incorporated by reference to the Form 10-KSB filed with
         the Securities and Exchange Commission on May 7, 2002).

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.)

10.3     Ground Lease Agreement dated as of April 11, 1997 by and between Robert
         M. Farrell Development,  Ltd. and RTIN Holdings,  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  (incorporated  by reference to the Form 10-KSB filed
         with the Securities and Exchange Commission on May 7, 2002).

10.6     Lease dated January 1, 2002 by and between RTIN Holdings, Inc. and Home
         Health,  Inc.  (incorporated by reference to the Form 10-KSB filed with
         the Securities and Exchange Commission on May 7, 2002).

10.7     Lease dated April 12, 2002 by and between Safescript  Pharmacies,  Inc.
         and Pollard Heines  Buildings,  LLC.  (incorporated by reference to the
         Form 10-KSB filed with the Securities and Exchange Commission on May 7,
         2002).

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
         (incorporated by reference to the Form 10-KSB filed with the Securities
         and Exchange Commission on May 7, 2002).

10.10    Employment  contract between RTIN Holdings,  Inc. and Curtis A. Swanson
         (incorporated by reference to the Form 10-KSB filed with the Securities
         and Exchange Commission on May 7, 2002).

10.11*   Employment contract between RTIN Holdings, Inc. and David Lee

10.12*   Lease dated  February  11, 2003 by and between  Safescript  Pharmacies,
         Inc. and Buddy Smith.

10.13*   Lease dated  February  11, 2003 by and between  Safescript  Pharmacies,
         Inc. and Buddy Smith

10.14*   Lease dated May 1, 2002 by and between Safescript Pharmacies,  Inc. and
         Alexander Jewelers, Inc.

         *        Filed with this report.

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

None



Item 14.  Controls and Procedures.

The Chief Executive  Officer and the Chief  Financial  Officer have reviewed the
disclosure  controls and  procedures  relating to the Company within the 90 days
preceding  this report and  concluded  that such  controls  and  procedures  are
effective  to make  known to the  Company  all  material  information  about the
financial and operational  activities of the Company. There were no deficiencies
identified in such controls or procedures and there have been no changes in such
controls and procedures  since our evaluation  that could  significantly  affect
their effectiveness.


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized, this 21st day of March 2003.

                                           RTIN Holdings, Inc.

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

In  accordance  with the Exchange  Act, this report 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    March 21, 2003
----------------------
Stanley L. Swanson

/s/ Curtis A. Swanson     Director, President, Chief Operations   March 21, 2003
----------------------    Officer, Chief Financial Officer,
Curtis A. Swanson         and Chief Accounting Officer



                                 CERTIFICATIONS


I, Stanley L. Swanson,  the Principal Executive Officer of RTIN Holdings,  Inc.,
certify that:


         1. I have reviewed this annual report on Form 10-KSB of RTIN  Holdings,
Inc.;


         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;


         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;


         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and


         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;


         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):


         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and


         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and


         6. The registrant's  other certifying  officers and I have indicated in
this annual report whether there were significant  changes in internal  controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:    March 21, 2003

 /s/ Stanley L. Swanson
-----------------------
Stanley L. Swanson
Chief Executive Officer


         I, Curtis A. Swanson, the Principal Financial Officer of RTIN Holdings,
Inc., certify that:


         1. I have reviewed this annual report on Form 10-KSB of RTIN  Holdings,
Inc.;


         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report;


         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;


         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and


         c)  presented  in  this  annual  report  our   conclusions   about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;


         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):


         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and


         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and


         6. The registrant's  other certifying  officers and I have indicated in
this annual report whether there were significant  changes in internal  controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:    March 21, 2003

 /s/  Curtis A. Swanson
-----------------------
Curtis A. Swanson
Chief Financial Officer


<PAGE>

                                  EXHIBIT INDEX


 Exhibit No.                               Description

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  (incorporated by
         reference  to the Form 10-KSB  filed with the  Securities  and Exchange
         Commission on May 7, 2002).

3.2      Certificate of Correction to the First Amended and Restated Articles of
         Incorporation  (incorporated by reference to the Form 10-KSB filed with
         the Securities and Exchange Commission on May 7, 2002).

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.)

10.3     Ground Lease Agreement dated as of April 11, 1997 by and between Robert
         M. Farrell Development,  Ltd. and RTIN Holdings,  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  (incorporated  by reference to the Form 10-KSB filed
         with the Securities and Exchange Commission on May 7, 2002).

10.6     Lease dated January 1, 2002 by and between RTIN Holdings, Inc. and Home
         Health,  Inc.  (incorporated by reference to the Form 10-KSB filed with
         the Securities and Exchange Commission on May 7, 2002).

10.7     Lease dated April 12, 2002 by and between Safescript  Pharmacies,  Inc.
         and Pollard Heines  Buildings,  LLC.  (incorporated by reference to the
         Form 10-KSB filed with the Securities and Exchange Commission on May 7,
         2002).

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
         (incorporated by reference to the Form 10-KSB filed with the Securities
         and Exchange Commission on May 7, 2002).

10.10    Employment  contract between RTIN Holdings,  Inc. and Curtis A. Swanson
         (incorporated by reference to the Form 10-KSB filed with the Securities
         and Exchange Commission on May 7, 2002).

10.11*   Employment contract between RTIN Holdings, Inc. and David Lee

10.12*   Lease dated  February  11, 2003 by and between  Safescript  Pharmacies,
         Inc. and Buddy Smith.

10.13*   Lease dated  February  11, 2003 by and between  Safescript  Pharmacies,
         Inc. and Buddy Smith

10.14*   Lease dated May 1, 2002 by and between Safescript Pharmacies,  Inc. and
         Alexander Jewelers, Inc.