SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Form 10-KSB/ A-2

[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:  $7,169,800

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.

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

<PAGE>

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 27 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 be    Weighted-average exercise      Number of securities
                         issued upon exercise of       price of outstanding        remaining available for
                          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 four subsidiary divisions, Safe Med Systems, Inc., a Texas corporation,
Safescript  Pharmacies,  Inc.,  a  Texas  corporation,  MedEx  Systems,  Inc.  a
Louisiana Corporation and Pegasus Pharmacies,  Inc a Louisiana 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 Pegasus  division has one  pharmacy  open in
Elmwood,  LA, one in New Orleans,  LA, one in Baton Rouge, LA, and a fourth unit
scheduled to open in Covington, LA.

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  continuing  operations for fiscal year ended December 31,
2001 were $0. 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 $539,823.  Since restructuring its business
model  the  revenues  for  fiscal  year  ended   December  31,  2002   increased
significantly  to  $7,169,800  in 2002.  The  increase  in  revenues  in 2002 is
attributed  to the  sale of the  license  rights  for the  Company's  Safescript
Pharmacy  division  and  increased  revenues  from the pharmacy  operations.  In
addition, all revenue from operations in 2001 has been reclassified and combined
with the expenses as  discontinued  operations  in 2001 and 2002.  License sales
accounted for $6,063,000 of the revenue in 2002. Management  anticipates license

<PAGE>

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 $984,170 or 51% to  $2,922,405  as compared to
$1,938,235,  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")  increased in 2002 from  $1,810,567  in 2001 to  $2,112,706 in
2002.  Depreciation and Amortization  expense ("D&A")  increased from $47,668 in
2001 to $198,185 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 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 $4,168,235  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


<PAGE>

                               RTIN HOLDINGS, INC.

                                 LONGVIEW, TEXAS


                                TABLE OF CONTENTS




                                                                            Page

Independent Auditor's Report                                                 F-1

Financial Statements --

  Consolidated Balance Sheets                                                F-2

  Consolidated Statements of Operations                                      F-3

  Consolidated Statements of Stockholders' Equity (Deficit)                  F-4

  Consolidated Statements of Cash Flows                                      F-6

Notes to Consolidated Financial Statements                                   F-9


<PAGE>

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

                          Independent Auditor's Report
                          ----------------------------


We have audited the accompanying  consolidated  balance sheets of RTIN Holdings,
Inc. (a Texas  Corporation)  and  Subsidiaries as of December 31, 2002 and 2001,
and the related consolidated statements of operations,  stockholders' equity and
cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of RTIN Holdings,  Inc.
as of December 31, 2002 and 2001, and the results of their  operations and their
cash flows for the years then ended, in conformity  with  accounting  principles
generally accepted in the United States of America.



Heard, McElroy & Vestal, LLP
Shreveport, LA
June 30, 2003


                                                                             F-1
<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         1,348

Property and equipment, at cost:
--------------------------------
   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                 --         783,757
   Deposits                                                     1,970          --
                                                           ----------    ----------
        Total other assets                                  4,118,933     1,142,510
                                                           ----------    ----------

Total assets                                                6,815,975     1,225,043
                                                           ==========    ==========
</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:
--------------------
   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

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

        Total liabilities                                      1,933,468      4,153,330

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)-Notes 9 and 11     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                                 16,090,847     14,532,483
   Retained deficit                                          (12,434,824)   (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      1,225,043
                                                             ===========    ===========
</TABLE>














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

                                                                             F-2
<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          --
                                                               ----------    ----------
        Total revenues                                          7,169,800          --

Operating costs and expenses:
-----------------------------
   Cost of sales-pharmaceuticals                                  611,514          --
   General and administrative expenses                          2,112,706     1,810,567
   Depreciation and amortization                                  198,185        47,668
   Impairment of assets                                              --          80,000
                                                               ----------    ----------
        Total operating costs and expenses                      2,922,405     1,938,235
                                                               ----------    ----------

        Income (loss) from continuing operations                4,247,395    (1,938,235)

Nonoperating 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)
                                                               ----------    ----------
        Total non-operating income (expense)                      303,645      (364,797)
                                                               ----------    ----------

Income (loss) from continuing operations before income taxes    4,551,040    (2,303,032)
------------------------------------------------------------

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

Income (loss) from continuing operations                        4,551,040    (2,293,032)
----------------------------------------

Discontinued operations:
------------------------
   (Loss) from operating discontinued restaurants                (382,805)     (539,823)
   Gain (loss) on disposal of restaurants                            --         105,823
                                                               ----------    ----------
        (Loss) from continuing operations                        (382,805)     (434,000)
                                                               ----------    ----------

Net income (loss)                                               4,168,235    (2,727,032)
-----------------                                              ==========    ==========

Net income (loss) per common share (less preferred
   dividends $199,992):
     Basic                                                            .71         (3.74)
                                                               ==========    ==========
     Dilutive                                                         .58         (3.74)
                                                               ==========    ==========
Weighted average common shares outstanding:
   Basic                                                        5,628,167       728,475
                                                               ==========    ==========
   Dilutive                                                     6,794,834       728,475
                                                               ==========    ==========
</TABLE>

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

                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                         Common Stock           Additional      Series A
                                                  --------------------------      Paid-In      Preferred
                                                     Shares         Amount        Capital        Stock
                                                  -----------    -----------    -----------   -----------
<S>                                               <C>            <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 recision        (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          --



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


<PAGE>
                               RTIN HOLDINGS, INC.

       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) CONTINUED

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                                   Total
                                                   Retained       Treasury     Stockholder's
                                                   (Deficit)        Stock         Equity
                                                  -----------    -----------    -----------

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 interes           --             --          422,100

Shares issued to executive offices for service           --             --           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 recision            --             --             --

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 these  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     Series A
                                           -------------------------      Paid-In      Preferred
                                              Shares        Amount        Capital        Stock
                                           -----------   -----------    -----------   -----------
<S>                                        <C>           <C>            <C>           <C>
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                 --            --             --       1,996,301

Issue of options to officers at below
   market price                                   --            --          328,823          --

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

Balance-December 31, 2002                    9,818,472        98,185     16,090,847     1,996,301
-------------------------                  ===========   ===========    ===========   ===========


                                                                            Total
                                            Retained      Treasury     Stockholder's
                                            (Deficit)       Stock          Equity
                                           -----------   -----------    -----------

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

Issue of options to officers at below
   market price                                   --            --          328,823

Net income                                   4,168,235          --        4,168,235
                                           -----------   -----------    -----------

Balance-December 31, 2002                  (12,434,824)     (868,002)     4,882,507
-------------------------                  ===========   ===========    ===========
</TABLE>

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

                                                                             F-5
<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) from operations                            4,168,235    (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 sale of assets                                      --        (105,823)
       (Gain) on write-down of notes payable                     (550,000)         --
       Charge for options at below market price                   328,823          --
       Benefit for deferred income taxes                             --         (10,000)
       Stock for services                                         463,123       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 office building                        --         119,483
       Loss from note payable refinancing                         301,380          --
     Changes in operating assets and liabilities
       (Increase) decrease in inventories                        (187,223)          581
       (Increase) in accounts and notes receivable             (4,421,487)         --
       Decrease in market value of marketable securities             --          24,140
       (Increase) decrease in other assets                         (1,970)        1,970
       Increase (decrease) in accounts payable                    263,893      (137,401)
       Increase in accrued expenses and other liabilities          93,590       659,614
                                                               ----------    ----------
         Net cash provided by (used) in operating activities    1,403,012      (831,862)

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 sale of fixed assets                                --         325,000
   Purchase of certificate of deposit                            (924,000)         --
                                                               ----------    ----------
         Net cash (used) in investing activities               (2,012,998)      (33,753)
</TABLE>


The  accompanying  notes are an integral  part of these  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 financing activities:
-------------------------------------
   Proceeds from issuance of long-term debt                             303,505          --
   Principal payments on long-term debt                                 (87,291)       (7,073)
   Increase in cash overdrafts                                             --          14,539
   Payments on notes due to related parties                                --         (47,500)
   Proceeds from sales of common stock                                  466,180       864,552
                                                                     ----------    ----------
         Net cash provided by financing activities                      682,394       824,518
                                                                     ----------    ----------

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

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

Cash at end of year (including $7,007 in discontinued assets)            80,763         8,355
-------------------                                                  ==========    ==========

Supplemental cash flow information
----------------------------------
   Interest paid                                                        416,640         6,223
                                                                     ==========    ==========
   Income taxes paid                                                       --            --
                                                                     ==========    ==========

Non-cash investing and financing transactions:
----------------------------------------------
   Debentures converted to preferred stock                           (1,996,301)         --
   Common stock issued for interest                                     278,132         5,000
   Additional paid-in capital created from interest                        --         417,100
   Accrued interest settled for common stock                               --        (422,100)
   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
   Reduction in common stock due to reverse stock split                    --        (430,750)
   Additional paid-in capital from reverse stock split                     --         430,750
   Reduction in common stock due to cancellation of
     escrowed shares                                                       --         (50,000)
   Additional paid-in capital from cancellation of escrowed shares         --          50,000
   Settlement of accrued liability by distribution of Ness stock
     received from RSI                                                     --         (50,000)
   Receipt of Ness share distributions in 2000                             --          50,000
   Increase in Series A preferred stock for debentures                1,996,301          --
</TABLE>

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

                                                                             F-7
<PAGE>

                               RTIN HOLDINGS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



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

Reduction in accrued expenses-stock for interest          (278,132)         --
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          --
                                                        ----------    ----------
                                                              --            --
                                                        ==========    ==========






























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

F-8
<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 Teams 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.


                                                                             F-9
<PAGE>


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

     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.

     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.

                                                                            F-10
<PAGE>

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

     Revenue Recognition
     As of 2002, the Company  recognizes  revenue from (1) the sale of a 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.

     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,
     2,085,000 shares of options were included as they were dilutive. The effect
     of  discontinued  operations on EPS was  ($.07)-2002  and  ($.60)-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
     2,000,000 and 80,000 stock options to two executive  employees  during 2002
     at $.32 and $2.08 per share, respectively.  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).


                                                                            F-11
<PAGE>

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

     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.

     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.


                                                                            F-12
<PAGE>

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

     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
     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.

                                                                            F-13
<PAGE>

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

     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.

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

                                                                            F-13
<PAGE>

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     575,192
     Accrued expenses                                           --       138,702
     Accrued payroll and related taxes                       733,220     278,423
     Deposits received on stock sales                           --       110,000
                                                           ---------   ---------
                                                             821,842   1,102,317
                                                           =========   =========

4.   Notes Payable
     -------------

     Notes Payable at December 31, 2002 and 2001, consists of the following:

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

    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

    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

    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     793,220
                                                           =========   =========
Notes payable-discontinued operations:
    Two notes payable to a bank, interest at
    9.5%, monthly principal and interest pay-
    ments 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
                                                           =========   =========





                                                                            F-14
<PAGE>

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 were 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.

6.   Related Party Transactions
     --------------------------

     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



                                                                            F-15
<PAGE>

6.   Related Party Transactions (Continued)
     --------------------------

     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 amended the
     agreements in early 2003 to eliminate any incentive pay for 2002.

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

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                                 --            --
                                                       ==========    ==========


     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.





                                                                            F-16
<PAGE>

7.   Income Taxes (Continued)
     ------------

     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:

                                                       Year Ended December 31,
                                                         2002           2001
                                                      ----------     ----------

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)
                                                      ==========     ==========

8.   Operating Leases
     ----------------

     The Company leases 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  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.

     In connection  with the sale of the Tanners  restaurants,  the Company sold
     its rights  under the leases on which the  restaurants  were located to the
     buyers of the restaurants,  however,  the various landlords did not release
     the Company from its  obligations  under the lease  agreements in the event
     the buyers default under the terms of the lease agreements. This contingent
     liability is approximately $2,021,000 as of December 31, 2002.

     Refer to Note 15 for subsequent event relative to a lease commitment.

                                                                            F-17
<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.  Also, 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.

     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,  cumulative  dividend  rate of 10% per  annum on the  face  value of
     $1,999,920,  provides for a preferred  liquidation  preference of $1.00 per
     share plus any unpaid  accumulated  dividends in the event of  dissolution,
     liquidation,  or winding up of the  Company and has no voting  rights.  The
     holders  of the  Series A Stock may at their  option  convert  the Series A
     Stock to common  stock of the  Company at any time as  follows:  (a) at one
     dollar  ($1) per share  for each  share of common  stock  during  the first
     twelve months or,


                                                                            F-18
<PAGE>

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

     (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. Refer to Note 15.

     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 not
     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 15.

     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).  During  2002,  the Series C Preferred  was
     converted on a one to one basis for common stock  resulting in the issuance
     of 5,500,000 shares. 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-19

<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                                    2,080,000         .39     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                                 2,085,000         .67      20,780      119.78
                                           =========   =========   =========   =========

Options exercisable-end of year            2,085,000         .52      20,780      119.78
                                           =========   =========   =========   =========

Weighted average fair value of options
  granted during the year                        .48         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 $.32 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,  except as noted
     in the next  sentence.  The  Company  granted  two  officers  the  right to
     exchange  accrued salary for $311,177 as of May 2002 to 2,000,000 shares of
     common  stock.  The stock was trading at $.32 per share on the  measurement
     date and, thus, an additional charge of $328,823 was charged against income
     in 2002 to record this  award.  The  officers  anticipate  converting  this
     accrued  payroll  to  stock  in  July  2003.  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


                                                                            F-20

<PAGE>

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

     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                       4,168,235   (2,727,032)
     Net income (loss)-pro forma                         3,167,435   (2,736,557)
     Net income (loss) per common share-as reported            .71        (3.74)
     Net income (loss)-pro forma                               .56        (3.76)

     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




                                                                            F-21

<PAGE>

10.  Commitments and Contingencies (Continued)
     -----------------------------
     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. This case was
     settled in late June 2003; refer to Note 15.

     On October 24, 2001, the Company executed a guaranty  agreement in favor of
     McKesson HBOC, Inc.  ("Agreement")  guaranteeing payment for pharmaceutical
     drugs purchased by Pegasus. The agreement requires a ninety (90) day notice
     for  cancellation.  In connection  with the  Settlement  Agreement  between
     Medex,  Pegasus,  and IT/IS, Inc., the Company was to obtain a release from
     McKesson and the Company has notified  McKesson that it is terminating  the
     Agreement.  In connection  with the Agreement,  the Company is contingently
     liable in the event Pegasus does not pay for pharmaceutical drugs purchased
     by Pegasus through June 11, 2002. 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 pre-split
     shares of the Company's common stock. The remaining  $122,900 is carried as
     a note payable.

     Consulting/Employment Agreements
     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.

     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 %-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



                                                                            F-22
<PAGE>

10. Commitments and Contingencies (Continued)

     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.

     Common Stock
     The Company has determined  that there were several defects in the issuance
     of the Series C Preferred stock that was exchanged for common stock. If the
     issue was rescinded, the Company would have to return the $110,000 received
     in  the  conversion.  However,  the  Company's  legal  counsel  believes  a
     rescission is unlikely.

11.  Discontinued Operations
     -----------------------

     The following summarizes the net assets from discontinued  operations as of
     December 31, 2002 and 2001.

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

     Cash                                                     --          7,007
     Inventories                                              --          6,505
     Buildings and equipment                                  --      2,995,914
     Less accumulated depreciation                            --       (703,333)
     Notes payable                                            --     (1,366,421)
     Cash overdrafts                                          --        (14,539)
     Accounts payable                                         --        (55,564)
     Accrued liabilities                                      --        (36,854)
     Deferred liabilities                                     --        (48,958)
     Net assets                                               --        783,757

     The  following  summarizes  the loss from  operations  of the  discontinued
     restaurants for the years ended December 31, 2002 and 2001.

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

     Revenues
         Sales                                            148,297     1,502,144
         Rental income                                     48,228       247,908
     Costs and expenses
         Costs of revenues                               (107,768)   (1,874,041)
         Depreciation                                    (418,331)      (99,024)
         Other                                            (53,231)         --
     Interest                                                --        (148,005)

     Net loss from discontinued restaurant operations    (382,805)     (371,018)




                                                                            F-23

<PAGE>

11.  Discontinued Operations (Continued)
     -----------------------

     As  noted  in  Note 1,  the  Company  discontinued  the  operations  of its
     restaurant  business.  This  business was  originally  acquired in February
     2000. They acquired eight restaurants - Tanner's Original  Rotisserie Grill
     ("Tanner's")  in  Atlanta,  Georgia.  The  Company  sold four of the Tanner
     locations  in  2000  and  the  other  four  were  sold in 2001 at a gain of
     $105,823.  The Company also decided to discontinue its restaurant  business
     in Texas in early 2002.  The Company  liquidated  all the assets related to
     its  restaurant  business  in  2002  and  operations  from  the  restaurant
     business,  including  final  disposal  of its assets are  reflected  in the
     statement of operations as discontinued operations.

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

     The major component of general and administrative expense (G&A) for 2002 is
     salaries and related payroll taxes totaling $1,453,076-2002.  For 2001, G&A
     consisted   primarily  of   salaries-$418,201   and  professional  fees  of
     $1,077,023.

14.  Fourth Quarter
     --------------

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

15.  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.  The term is for five
     years at $2,800 per month for both locations.

     On May 27, 2003, RTIN Holdings,  Inc. (RTIN) settled its lawsuit with Medex
     Systems, Inc., Pegasus Pharmacy, Inc. and two individuals. In consideration
     for the release,  Medex Systems, Inc. conveyed to RTIN its interest in nine




                                                                            F-24
<PAGE>

15.  Subsequent Events (Continued)
     -----------------

     territories. In receiving these additional territories,  RTIN has the right
     to  utilize  or resell  them  (refer to Note 1 for  further  discussion  of
     territories and rights).

     On June 27, 2003, RTIN completed several transactions as follows:

     Debenture/Investor Transactions

     (A) The Series A preferred  stock  (1,999,920  shares valued at $1,996,301)
     were  exchanged  for common  stock at an  exchange  rate of 2.75 to 1. This
     resulted in 5,499,780 shares of common stock being issued. The market price
     on the date of  exchange  was  $1.92.  The  affect  of the  exchange  is as
     follows:

     Account                                                  Increase/Decrease
     -------                                                  -----------------

     Preferred stock                                                ($1,996,301)
     Common stock                                                        54,998
     Additional paid-in capital                                       8,194,672
     Retained earnings                                               (6,253,369)
                                                              -----------------
            Total stockholders' equity                                     --
                                                              =================

     (B) RTIN issued  800,000  shares of  restricted  common  stock and received
     $2,100,000 or $2.625 per share from an investor group.  Also, in connection
     with the issuance of the common stock,  the company also issued five Series
     A 2003  warrants,  five Series B 2003  warrants  and  twenty-five  Series C
     warrants  that  can  be  issued  after  June  30,  2003.  Each  warrant  is
     exercisable  at $1.50 per  share and  convertible  into  100,000  shares of
     common stock for each warrant for a potential total of 3,500,000  shares of
     common stock.  The warrants are exercisable  under certain  conditions,  as
     noted below.

          Series A 2003  Warrants -  exercisable  on a pro rata basis if pre-tax
          earnings per the audited financial statements is less than $4,097,058.
          These  warrants  will  be  canceled  as  the  Company   exceeded  that
          threshold.

          Series B 2003  Warrants  -  exercisable  based  upon the 2002 and 2001
          audited  financial  statements  not being filed by June 30, 2003.  The
          five warrants are exercisable at a rate of one for each complete weeks
          the audited statements are not filed after June 30, 2003.

          Series C Warrants - exercisable  on a pro rata basis to the extent the
          Company  does not have  pre-tax  earnings of  $4,800,000  for the year
          ended  December 31, 2003,  after  elimination  of all revenue from the
          sale of market territories and all  nonrecurring revenue. The exercise


                                                                            F-25
<PAGE>

15.  Subsequent Events (Continued)
     -----------------

     price of  $1.50  per  share is also  reduced  by $.05  per  share  for each
     $100,000  increment  the Company  does not reach the above  earnings  goal;
     however, the price will not be reduced below $.50 per share.

     Litigation Settlement
     On June 27,  2003,  RTIN  reached a  settlement  agreement  in its  lawsuit
     against Dominion Capital Fund, Ltd., Canadian Advantage Limited Partnership
     and Sovereign Partners Limited Partnership.

     Leases
     The Company  entered into a lease  agreement on June 6, 2003 for  corporate
     office  space in Longview,  Texas.  The lease is for  twenty-six  months at
     $5,000  per  month.  Total  lease  payments  for the term of the  lease are
     $30,000-2003,  $60,000-2004 and $40,000-2005.  In addition to the rent, the
     Company will lease  furniture  and equipment in the office space for twelve
     months at $2,167 per month. The Company  anticipates moving into this space
     in early July 2003.

     Acquisition
     The Company purchased 100% of the stock of Medex Systems,  Inc. and Pegasus
     Pharmacy, Inc. on June 27, 2003. The acquisition will be accounted for as a
     purchase as required by FASB #141.  RTIN is purchasing the companies  under
     the  following  terms:  1)  $1,256,000  cash and 2) issuance  of  1,250,000
     restricted  shares of its common  stock.  RTIN is obtaining  the  exclusive
     rights to thirty-four  additional territories owned by Medex/Pegasus (these
     are in addition to the nine territories referred to above). However, seller
     has  retained an interest in those  territories  and is entitled to receive
     75% of the gross  proceeds from any sale of those  territories  until he is
     paid  $5,300,000  at  which  time he will  release  his  interest  in those
     territories.  However, if purchaser does not sell any or enough territories
     to satisfy the $5,300,000 by the end of three years,  interest will be paid
     on the balance at Wall Street prime;  however, that rate will not exceed 7%
     or be less  than  5%.  No  principal  payments  are  ever  due  unless  the
     territories  are sold.  Assets  obtained  were  approximately  $495,000  in
     accounts  receivable  and  inventory,  $400,000  in net  fixed  assets  and
     $5,900,000 (includes liabilities assumed) for the territory,  patent rights
     for the technology and goodwill.

     In conjunction with the purchase of Medex/Pegasus,  RTIN settled $2,040,000
     of liabilities  assumed in the  acquisition  with the issuance of 1,045,000
     restricted  shares of common  stock.  The Company has  guaranteed  that the
     creditors who received this stock will receive at least $2.00 per share for
     it when it is sold.

     The Company has also agreed to settle  certain  liabilities  assumed in the
     acquisition at $20,590 per month for twenty-four months with the balance of
     approximately $1,360,000 being paid at that time.

     Medex and Pegasus had revenues of  approximately  $6,800,000 and a net loss
     of $800,000  for the year  ending  December  31,  2002 per their  unaudited
     financial statements.









                                                                            F-26

<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 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
                                            Compliance

Item 10. Executive Compensation.            Executive Compensation

Item  11.   Security   Ownership  of        Voting   Securities   and  Ownership
Certain    Beneficial   Owners   and        Thereof by Certain Beneficial Owners
Management  and Related  Stockholder        and Management
Matters.

Item 12. Certain  Relationships  and        Transactions   with  Management  and
Related Transactions                        Certain Business Relationships


<PAGE>

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                        Description
No.
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).

<PAGE>

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.

<PAGE>

                                   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 3rd of July 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     July 3, 2003
-----------------------
Stanley L. Swanson

 /s/ Curtis A. Swanson     Director, President, Chief Operations    July 3, 2003
-----------------------    Officer, Chief Financial Officer,
Curtis A. Swanson          and Chief Accounting Officer

<PAGE>

                                 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:    July 3, 2003

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

<PAGE>

         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:    July 3, 2003

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


<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Annual Report of RTIN Holdings,  Inc. (the "Company") on
Form  10-KSB  for the  period  ending  December  31,  2002,  as  filed  with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Stanley
L. Swanson,  Chief  Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

(1)      The Report fully  complies  with the  requirements  of section 13(a) or
         15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
         and

(2)      The  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         the Company.



/s/ Stanley L. Swanson
Stanley L. Swanson
Chief Executive Officer
July 3, 2003

<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection  with the Annual Report of RTIN Holdings,  Inc. (the "Company") on
Form  10-KSB  for the  period  ending  December  31,  2002,  as  filed  with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Curtis
A. Swanson,  Chief  Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

(1)      The Report fully  complies  with the  requirements  of section 13(a) or
         15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
         and

(2)      The  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         the Company.



/s/ Curtis A. Swanson
Curtis A. Swanson
Chief Financial Officer
July 3, 2003


<PAGE>


                                  EXHIBIT INDEX


Exhibit                                 Description
No.

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).

<PAGE>

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.