SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             Form 10-QSBForm 10-QSB

(Mark One)

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

           For the quarterly period ended June 30, 2002
                                          -------------

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

           For the transition period from               to
                                          -------------    -------------

                        Commission file number 001-13559


             RTIN Holdings, Inc.
(Name of small business issuer in its charter)

                  Texas                                  75-2337102
     (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)

                    Issuer's telephone number (903) 295-6800


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[ ]


Number of shares outstanding of each of the issuer's classes of common stock, as
of July 20th, 2002 was 4,848,533 shares of common stock, par value $.01.

<PAGE>

                               RTIN HOLDINGS, INC.


                                                                        Page No.
                                                                        --------

PART I    FINANCIAL INFORMATION................................................

Item 1.   Financial Statements.................................................3

          Table of Contents to Financial Information...........................4

          Condensed Balance Sheets as of December 31, 2001 and
          June 30, 2002........................................................5

          Condensed Statements of Continuing Operations for Three Month Periods
           Ended June 30, 2001 and June 30, 2002  ............................ 7

          Condensed Statements of Cash Flows for the Three Month
          Periods Ended June 30, 2001 and June 30, 2002........................8

          Notes to Interim Condensed Financial Statements .....................9

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations.......................11

PART II   OTHER INFORMATION...................................................13

Item 2.   Changes in Securities...............................................13

Item 4.   Submission of Matters to a Vote of Security Holders.................13

Item 6.   Exhibits and Reports on Form 8-K....................................14

Signatures....................................................................15



                                       2
<PAGE>

Item  1.  FINANCIAL STATEMENTS









                               RTIN Holdings, Inc.
                              Financial Statements
                               As of June 30, 2002


                                       3
<PAGE>


                               RTIN Holdings, Inc.

                              Financial Statements


                               As of June 30, 2002


                                    Contents
Financial Statements

Balance Sheet................................................................F-1
Statements of Operations.....................................................F-3
Statements of Cash Flow......................................................F-5
Notes........................................................................F-6



                                       4
<PAGE>

                               RTIN Holdings, Inc.
                            Condensed Balance Sheets
                     For The Year End December 31, 2001 and
                      Six-Month Period Ended June 30, 2002

                                     ASSETS

Current Assets                             June 30, 2002      December 31, 2001
                                         -----------------    -----------------

Cash                                     $          60,339    $           8,355
Inventory                                $          34,164    $           6,505

Accounts Receivable                      $           3,505    $               0
Note Receivable                          $       3,868,900    $               0
                                         -----------------    -----------------

Total Current Assets                     $       3,966,908    $          14,860


Property & Equipment, at cost

Fixtures & Equipment                     $         233,270    $         794,522
Vehicles                                 $          29,950    $          29,950
Buildings & Leasehold Improvements       $          10,297    $       2,425,651
Accumulated Depreciation                 ($         54,806)   ($        876,358)
                                         -----------------    -----------------

Net Property & Equipment                 $         218,711    $       2,373,765


Other Assets
Deposits                                 $           6,970    $               0
Cost of Technology                       $         820,803    $         358,753

Research & Development                   $         157,237    $               0
                                         -----------------    -----------------

Total Other Assets                       $         985,010    $         358,753


Total Assets                             $       5,170,629    $       2,747,378





                                       F-1

<PAGE>
<TABLE>
<CAPTION>

                               RTIN Holdings, Inc.
                            Condensed Balance Sheets
                     For The Year End December 31, 2001 and
                      Six-Month Period Ended June 30, 2002

                              Liabilities & Equity

Current Liabilities                           June 30, 2002      December 31, 2001
                                           ------------------    -----------------
<S>                                        <C>                   <C>
Cash Overdrafts                            $                0    $          14,539
Accounts Payable                           $          607,673    $         317,056
Accrued Expenses & Other Liabilities       $          440,449    $       1,139,170
Current Portion Notes Payable              $          243,220    $       2,159,641
                                           ------------------    -----------------

Total Current Liabilities                  $        1,291,341    $       3,630,406


Long Term Liabilities                      $          787,000    $               0

Deferred Liabilities                       $                0    $          48,958

Convertible Debentures                     $                0    $       1,996,301
                                           ------------------    -----------------

Total Liabilities                          $        2,078,341    $       5,675,665


Stockholder's Equity (Deficit)

Common Stock                               $           45,496    $          10,291
Series A Preferred Stock                   $        1,996,301    $               0
Additional Paid in Capital                 $       15,606,325    $      14,532,483
Treasury Stock                             ($         868,002)   ($        868,002)
Retained Earnings - Prior                  ($      16,603,059)   ($     16,603,059)
Retained Earnings - Current                $        2,915,226    $               0
                                           ------------------    -----------------

Total Shareholder's Equity                 $        3,092,287    ($      2,928,287)


Total Liabilities & Stockholder's Equity   $        5,170,629    $       2,747,378

</TABLE>

                                       F-2
<PAGE>

                               RTIN Holdings, Inc.
                           Condensed Income Statements
                        For The Three Month Periods Ended
                         June 30, 2001 and June 30, 2002


                             Statement of Operations

Revenue                                        3 Months Ended    3 Months Ended
                                                June 30, 2002     June 30, 2001
                                               --------------    --------------
Income - License Fees                          $      779,000    $            0
Income - Rental                                $            0    $       60,978
Income - Pharmacy                              $      107,550    $            0
Income - Restaurant                            $            0    $      180,664
                                               --------------    --------------

Total Revenue                                  $      886,550    $      241,642


Operating Costs & Expenses

Cost of Sales                                  $       66,286    $       61,819
General & Administrative Expenses              $      465,647    $      251.562
Depreciation & Amortization                    $       85,050    $       22,500
                                               --------------    --------------


Total Operating Costs & Expenses               $      616,982    $      335,881


Non Operating Income (Expense)
Revenue Write Down                             ($   1,500,000)   $            0
Other Income                                   ($     441,892)   $            0
Interest Expense                               ($     100,725)   ($      39,408)
Gain on Sale of Assets                         $      345,655    $            0
Discontinued Operations                        ($      36,917)   $            0
Gain on Asset Impairment                       $    4,500,000    $            0
                                               --------------    --------------

Total Non Operating Income (Expense)           $    2,766,121    ($      39,408)

Income Before Income Taxes                     $    3,035,689    ($     126,623)


Income Tax Benefit                             $            0    $            0

Net Gain (Loss)                                $    3,035,689    ($     126,623)

Earnings Per Share
(Fully Diluted)                                $          .35    ($         .16)


                                       F-3

<PAGE>

                               RTIN Holdings, Inc.
                           Condensed Income Statements
                         For The Six Month Periods Ended
                         June 30, 2001 and June 30, 2002


                             Statement of Operations

Revenue                                        6 Months ended    6 Months Ended
                                                June 30, 2002     June 30, 2001
                                               --------------    --------------
Income - License Fees                          $    5,779,000    $            0
Income - Rental                                $       48,228    $      121,951
Income - Pharmacy                              $      107,550    $            0
Income - Restaurant                            $            0    $      364,392
                                               --------------    --------------

Total Revenue                                  $    5,934,778    $      486,343


Operating Costs & Expenses

Cost of Sales                                  $       66,286    $      124,441
General & Administrative Expenses              $      913,136    $      530,974
Depreciation & Amortization                    $      139,050    $       45,000
                                               --------------    --------------


Total Operating Costs & Expenses               $    1,118,471    $      700,415


Non Operating Income (Expense)
Revenue Write Down                             ($   1,500,000)   $            0
Other Income                                   ($     439,085)   $            0
Interest Expense                               ($     199,725)   ($      92,952)
Discontinued Operations                        ($     107,925)   ($     216,007)
Gain on sale of Assets                         $      345,655    $            0
                                               --------------    --------------

Total Non Operating Income
(Expense)                                      ($   1,901,080)   ($     308,959)

Income Before Income Taxes                     $    2,915,226    ($     523,031)


Income Tax Benefit                             $            0    $            0

Net Gain                                       $    2,915,226    ($     523,031)

Earnings Per Share
(Fully Diluted)                                $          .34    ($         .66)


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

                               RTIN HOLDINGS, INC.
                             STATEMENTS OF CASH FLOW
                         For The Six Month Periods Ended
                         June 30, 2001 and June 30, 2002
                      Consolidated Statement of Cash Flows
                                                                         June 30, 2002    June 30, 2001
Cash Flows From Operating Activities                                     -------------    -------------
<S>                                                                      <C>              <C>

      Net Profit (Loss)                                                  $   2,915,226    ($    523,031)
      Adjustments to Reconcile Net Loss to Net Cash Used by
         Operating Activities
           Depreciation & Amortization                                   $     139,050    $      45,000
           Stock for Services                                            $     229,316    $           0
      Changes in Operating Assets and Liabilities
           Decrease (Increase) in Inventories                            ($     27,659)   ($      1,133)
           Increase (decrease) in Accounts Receivable                    $       3,505    $           0
           Decrease in Marketable Securities                             $           0    $      24,140
           Decrease in Cash Overdrafts                                   ($     14,539)   $           0
           Increase (Decrease) in Accounts Payable                       $     220,499    ($    104,080)
           (Decrease) in notes due related parties                       $           0    ($     47,500)
           Increase in Deposits                                          $       6,970    $           0
           Increase in Research & Development                            $     157,237    $           0
           Increase (Decrease) in Accrued Expenses & Other Liabilities   ($    504,459)   ($    194,307)
                   Net Cash Used in Operating Activities                 $     209,920    ($    277,880)

Cash Flows From Investing Activities
           Purchase of Property & Equipment                              ($     66,878)   $           0
           Purchase of Rights to Software                                ($    462,050)   $           0
           Proceeds from Sale of Property & Equipment                    $      25,000    $           0
           Change in assets of discontinued operations                   $           0    $      84,607
           (Increase) Decrease in Note Receivable                        ($  3,868,900)   $           0
                   Net Cash Used in Investing Activities                 ($  4,372,828)   $      84,607

Cash Flows From Financing Activities

           Change in Convertible Debentures                              ($  1,999,301)   ($  1,996,301)
           Change in Common Stock                                        $   1,109,047    $     516,183
           Change in Series A Preferred Stock                            $   1,999,920    $   1,999,920
           Change in Series B Preferred Stock                            $           0    $     143,803
           Proceeds from issuance of Notes Due Related Parties           $     187,000    $           0
                   Net Cash Provided by Financing Activities             $   1,299,666    $     663,605

NET INCREASE (DECREASE) IN CASH                                          $      51,984    ($     52,699)

CASH  BEGINNING OF YEAR                                                  $       8,355    $      59,133

CASH AT END OF PERIOD                                                    $      60,339    $       6,434
</TABLE>


                                       F-5
<PAGE>

                               RTIN Holdings, Inc.
                 Notes to Interim Condensed Financial Statements
                         For The Six Month Periods Ended
                         June 30, 2001 and June 30, 2002

Note 1.  Basis of Presentation

         The  condensed  financial  statements  of  RTIN  Holdings,   Inc.  (the
         "Company")  as of June 30, 2001 and June 30, 2002 have been prepared by
         the Company,  pursuant to the rules and  regulations  of the Securities
         and Exchange Commission.  The information furnished herein reflects all
         adjustments  (consisting of normal recurring accruals and adjustments),
         which are, in the opinion of management;  necessary to fairly state the
         operating results for the respective periods.  However, these operating
         results are not necessarily  indicative of the results expected for the
         full fiscal year. Certain information and footnote disclosures normally
         included in annual  financial  statements  prepared in accordance  with
         generally accepted accounting  principals have been omitted pursuant to
         such rules and regulations. These condensed financial statements should
         be read in  conjunction  with  the  notes to the  financial  statements
         contained  in the Form  10-KSB  filed May 9, 2002.  Company  management
         believes that the  disclosures  are  sufficient  for interim  financial
         reporting purposes.

Note 2:  Organization and description of business

         RTIN Holdings, Inc. ("the Company"), a Texas Corporation,  was formerly
         known as  Restaurant  Teams  International,  Inc.  Prior to December of
         2001,  the Company had owned and  operated  full  service  restaurants,
         principally  in the Dallas,  Texas  metropolitan  area. The Company has
         since liquidated all of its restaurant  related assets and is currently
         focusing exclusively on the pharmaceutical sector through the operation
         of its two  wholly  owned  subsidiaries,  Safe Med  Systems,  Inc.  and
         Safescript Pharmacies, Inc. both Texas Corporations.

         The  accompanying  financial  statements  include  the  accounts of the
         Company and its wholly owned  subsidiaries  Safe Med Systems,  Inc. and
         Safescript Pharmacies,  Inc. All significant  intercompany balances and
         transactions have been eliminated in the consolidation.

Note 3:  Basic summary of significant accounting procedures

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

         Sales and related costs are  recognized by the Company upon the sale of
         products  at pharmacy  locations  as well as at the time of sale of any
         licensed  territories  to market  partners of the Companies  Safescript
         Pharmacy model.

         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. On December 17, 2001 the
         Company  initiated a 50:1 reverse split of its common stock and all per
         share data is  reflective  of this split.  Included in the EPS data are
         2,137,871  shares  of Series C  Preferred  stock  yet  unconverted  and
         2,000,000  shares  issuable to Stanley L. Swanson and Curtis A. Swanson
         upon  their  option.  (See  Note  8  Related  Party  Transactions)

                                      F-6
<PAGE>

         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.

         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 June 30, 2002,  no balance  exceeded the
         FDIC insured limits.

Note 4:  Acquisition

         Summary of Medex and Pegasus transaction
         ----------------------------------------

         On December 5, 2001, RTIN, Medex, Pegasus, and the Shareholders entered
         into a Stock Purchase Agreement  ("Agreement").  The Agreement provided
         that RTIN 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.

         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 March 8, 2002,  the Company and the  principals of Medex and Pegasus
         entered into a Settlement and Separation Agreement which called for the
         rescission  of the  transaction  by the  Company  and the return of all
         shares  issued  by the  Company  in  connection  with the  acquisition.
         Pursuant to the  Settlement  the Company was to receive a duplicate  of
         the technology  used by Medex and Pegasus in their business model along
         with all business  systems to be utilized in 153 CMSA's  throughout the
         United States which  territories were to be exclusively the territories
         of the Company to operate  pharmacies  and utilize the  technology  and
         business   systems  which  were  the  subject  of  the  Settlement  and
         Separation  Agreement.  As of July 2002 the Company contends that Medex
         and Pegasus as well as its principals/officers  have violated the terms
         of the  Settlement  and  Separation  Agreement  by, among other things,
         withholding portions of the technology which were supposed to have been
         made available to the Company. Additionally, the Company contends there
         were  material   misrepresentations   relating  to  the  initial  stock
         acquisition.  As such,  the Company has  initiated  litigation  against
         these parties for damages.

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

Note 5:  Accrued expenses and other liabilities

         Accrued  expenses and other  liabilities  at December 31, 2001 June 30,
         2002, consist of the following:

                                           December 31, 2001     June 30, 2002
                                           -----------------   -----------------
Accrued Interest Payable                   $         803,415   $          93,363
Accrued Expenses                                      13,125              22,877
Property Taxes Payable                                20,469                   0
Accrued Payroll and Related Taxes                    278,423             324,209
Deposits Received on Stock Sales                     110,000                   0
Sales Taxes Payable                                    6,463                   0
                                           -----------------   -----------------

                                           $       1,231,895   $         440,449
                                           =================   =================

Note 6:  Notes payable

         Notes  Payable at December 31, 2001 and June 30, 2002,  consists of the
         following:

                                                                           12-31-01      6-30-02
                                                                          ----------   ----------
<S>                                                                       <C>          <C>
Note payable to an investment company, interest at 9%, remaining
     unpaid principal and accrued interest past due as of June 27,
     2000, secured by pledge of 8,070 shares of treasury stock
     and 2,400 shares of the Company's common stock which is
     owned by a major shareholder                                         $  122,900   $  122,900

Note payable to the FDIC, interest at 8% for 24 months (Unsecured)              --        100,000

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%                                500,000      500,000


Note payable to a corporation, due March 1, 2002, by delivery of
     100,000 shares of the Company's post split common stock                 170,000         --

Note payable to a corporation, due March 1, 2002, by delivery of
     50,000 shares of the Company's post split common stock                  100,000         --

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

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

Note payable to related party due December 31, 2002 bearing 8% interest         --        187,000
(Unsecured)

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

          Total Notes Payable                                             $2,429,641   $1,030,220
                                                                          ==========   ==========
</TABLE>

                                       F-8
<PAGE>

         During the second quarter the Company disposed of all of its restaurant
related assets eliminating  $1,793,932 in current  liabilities  inclusive of its
debt to the FDIC.  The  result of the  transaction  was a  reduction  in current
liabilities  of  $1,793,932,  a  reduction  of  overall  debt of  $1,266,421,  a
reduction in fixed assets of  $1,995,311,  and a charge to earnings of $301,379.
The Company still owes $100,000 to the FDIC as indicated above.

Note 7:  Convertible Debentures

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

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

         The remaining  outstanding 1998 Debentures  ($1,306,301) were converted
         into 1,309,920 shares of the Company's newly created Series A Preferred
         stock in 2002.

         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 were converted into 690,000 shares of the Company's
         newly created Series A Preferred stock in 2002.

         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 150,000 and 50,000 shares, respectively,
         of the  Company's  stock with an  exercise  price  equal to 110% of the
         average  closing  bid  price  for the  five  trading  days  immediately
         preceding the  agreement  date of $4.40 per share.  These  warrants are
         exercisable at any time through May 2003. These warrants were valued on
         the date of issuance at $2.00 per warrant which  resulted in a decrease
         in the carrying value of the Convertible Debentures and a corresponding
         increase in  stockholder's  equity of $40,000.  This  discount is being
         accreted  into  interest  expense over the life of the  debentures,  as
         adjusted for conversions to common stock.


Note 8:  Related party transactions

         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,

                                       F-9
<PAGE>

         $490,000 in 2004, and $570,000 in 2005 plus incentive  compensation  of
         one and one half percent (1.5%) each of the adjusted net profits of the
         Company,  as defined,  plus  automobile  allowances and life and health
         insurance  coverage.  In the event of termination  without  cause,  the
         executives are entitled to two hundred percent (200%) of the executives
         base  salary  in  effect on the date of  termination  plus two  hundred
         percent (200%) of the executives incentive  compensation for the fiscal
         year in  which  employment  was  terminated.  The  executives  are also
         entitled to options to acquire a total of 125,000 shares each of RTIN's
         post split common stock at $4.00 per share. The options are exercisable
         as follows:  40,000 shares each on December 5, 2002, 40,000 shares each
         on  December  5,  2003 and  45,000  each on  December  5, 2004 if still
         employed by the Company's exercise dates.

         On May 6, 2002 the  Company  issued a right to  Stanley  L.  Swanson to
         convert  his  accrued  salary  through  March 31, 2002 in the amount of
         $177,177  into  1,107,356  shares of Common of the  Company at any time
         prior to April 30,  2003 and  issued a right to Curtis  A.  Swanson  to
         convert  his  accrued  salary  through  March 31, 2002 in the amount of
         $134,000 into 892,644 shares of Common Stock of the Company at any time
         prior to April 30, 2003. If converted  the $311,177 in accrued  salary,
         which is reflected  as a current  liability  on the  Company's  balance
         sheet  at March  31,  2002,  would  be  eliminated  and the  number  of
         outstanding  shares of common stock would be  increased  by  2,000,000.
         This  transaction  has been  entered  into in lieu of the  issuance  of
         Series B stock,  which had been  issued to the  Stanley L.  Swanson and
         Curtis A. Swanson but then rescinded on May 3, 2002.

Note 9:  Stockholders' equity (deficit)

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

         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   50,000,000  and
         43,954,100  to 1,000,000  and 879,082,  respectively.  The Company then
         issued 3,521,127 shares of common stock in the acquisition of Medex and
         Pegasus.  The shares  issued in  connection  with the Medex and Pegasus
         acquisitions  where later  cancelled  pursuant to the rescission of the
         transaction  and the Settlement  and  Separation  Agreement of March 8,
         2002.

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

         The Company has 10,000,000  shares of preferred stock  authorized.  The
         preferred  stock may be issued with rights or preferences as determined
         by the board of  directors.  The  Company  and the  debentures  holders
         agreed to convert the  debentures  and accrued  interest  into  500,000
         shares of  common  stock of the  company  and  1,999,920  shares of the
         Company's  Convertible  Exchangeable Series A Preferred Stock (Series A
         Stock).  The  Series A Stock has a par value of $.10 per  share,  bears
         interest at 10% per annum on the face value of $1,999,920, provides for
         a preferred  liquidation  preference of $1.00 per share plus any unpaid

                                     F-10
<PAGE>

         accumulated  dividends  in the  event of  dissolution,  liquidation  or
         winding up of the Company and has no voting rights.  The holders of the
         Series A Stock may at their option convert the Series A Stock to common
         stock of the Company at any time as follows: (a) at one dollar ($1) per
         share for each share of common stock during the first twelve months or,
         (b) after the first  twelve  (12)  months,  based on 80% of the  market
         value of the common  stock at the time of  conversion.  The Company has
         the right to redeem the Series A Stock upon cash payment of the greater
         of the market price of the  Company's  common stock prior to redemption
         or 110% of the face value plus accrued but unpaid dividends.

         The  Company  also  has  outstanding   2,812,129  shares  of  Series  C
         Convertible  Preferred  stock which remain as of June 30,  2002.  These
         shares  are  included  in the  earnings  per  share  (EPS)  as they are
         convertible  one to one (1:1) into the common  stock of the Company and
         the Company anticipates that all such conversions will take place prior
         to October  28,  2002.  The Series C Preferred  stock  carries no other
         preferences and has no voting rights.

Note 10: Commitments and Contingencies

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

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

         On December  28, 1999,  the Company and  Debenture  Holders  reached an
         agreement to settle their  litigation.  As part of the settlement,  the
         Company  agreed to issue the Debenture  Holders an additional 5% of the
         outstanding  principal  value of the  debentures,  payable  in  Company
         common stock  (approximately  258,000 shares at December 31, 1999). The
         approximate  value of the shares was recorded as an expense of $116,250
         in 1999.

         The Company has now  retained the firm of O'Quinn & Laminack as well as
         Christian,  Wukoson,  Smith, & Jewell of Houston, Texas to represent it
         in renewed  litigation  against the prior debenture holders who are now
         holders of Series A Preferred shares of the Company. This litigation is
         current active in the Southern District of New York. (See Litigation)

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

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





                                      F-11
<PAGE>

Note 11: Sale of territories

         Over the  course of the first six  months of the year the  Company  has
         entered into license agreements with RxSystems,  Inc, RxConcepts,  Inc,
         Safescript  Pharmacies of Arizona,  Inc., and Safescript  Pharmacies of
         Kentucky,   Inc.  These  license  agreements  resulted  in  revenue  of
         $5,779,000 for the period.  The ongoing  revenue which will be realized
         by the Company in  association  with these license  agreements is a one
         time fee of $20,000 per pharmacy and 4% of gross revenue.

         The Company restructured its transaction with RxSystems,  Inc. reducing
         the  overall  purchase  price  of  its  territory  from  $5,000,000  to
         $3,500,000 in exchange for elimination of the non-marketable securities
         portion of the purchase price. The Company has granted RxSystems,  Inc.
         the option to sell its'  Southern  California  territory to  Safescript
         Pharmacies,  Inc. of Arizona for $1,500,000  cash provided that 100% of
         the  proceeds  from this sale are to be paid to the Company and applied
         against the note  payable due from  RxSystems,  Inc. The result of this
         transaction  was an  increase in notes  receivable  of  $3,000,000  and
         revenue write down of  $1,500,000.  Given the fact that the Company had
         impaired the  $4,500,000  in  non-marketable  securities  issued in the
         initial  transaction  the Company has now realized a gain of $3,000,000
         in connection with this sale.

         RxConcepts,  Inc. and Safescript  Pharmacies of Arizona, Inc have begun
         the process of opening their initial locations.  RxConcepts,  Inc. will
         be opening its first Safescript  Pharmacy location in Denver,  Colorado
         on August 5, 2002 and  Safescript  Pharmacies  of  Arizona,  Inc.  have
         targeted  September  3,  2002  as the  opening  date  for  their  first
         pharmacy. Neither RxSystems, Inc. nor Safescript Pharmacies of Kentucky
         have  scheduled  openings of their initial  locations as of the date of
         this report.

         On May 14,  2002 the  Company  entered  into an  agreement  to sell the
         Huntington,   WV,   Owensboro,   KY,   Clarksville,   Jacksonville,   &
         Chattanooga,  TN, Safescript Pharmacy license to Safescript  Pharmacies
         of Kentucky,  Inc. for  $198,000.  The purchase  price is being paid as
         follows:  $25,000 paid prior to the  execution of the agreement and the
         balance  is  payable  in weekly  installments  of $5,000 per week until
         paid.  In addition the  agreement  calls for the payment of $20,000 for
         each  Safescript  Pharmacy  opened and 4% of gross  sales on an ongoing
         basis.  This  transaction  will be  recorded  as license fee revenue of
         $198,000 in the second  quarter of 2002 and has resulted in an increase
         in the Company's notes receivable of $173,000.

         On May 17,  2002 the  Company  entered  into an  agreement  to sell the
         Denver,  CO  Safescript  Pharmacy  license  to  RxConcepts,   Inc.  for
         $330,000. This The purchase price is being paid as follows: $48,000 was
         paid  prior  to the  execution  of the  agreement  and the  balance  of
         $282,000 is payable with one payment of  $30,000.00  on October 1, 2002
         and five  subsequent  monthly  payments of $51,125.40  through March 1,
         2003.  In addition the  agreement  calls for the payment of $20,000 for
         each  Safescript  Pharmacy  opened and 4% of gross  sales on an ongoing
         basis.  This  transaction  will be  recorded  as license fee revenue of
         $330,000 in the second  quarter of 2002 and has resulted in an increase
         in the Company's notes receivable of $282,000.

         On May 20,  2002 the  Company  entered  into an  agreement  to sell the
         Tucson,  Yuma, and Flagstaff,  Arizona,  Provo, Utah, and Pocatello and
         Boise, Idaho,  Safescript Pharmacy license to Safescript  Pharmacies of
         Arizona, Inc for $300,000.  The purchase price is being paid $65,000 in
         cash and $235,000 in monthly  installments  of $23,500.00.  In addition
         the  agreement  calls for the  payment of $20,000  for each  Safescript
         Pharmacy  opened  and 4% of  gross  sales  on an  ongoing  basis.  This
         transaction  will be recorded as license fee revenue of $300,000 in the
         second quarter of 2002 and has resulted in an increase in the Company's
         notes receivable of $235,000.

                                      F-12
<PAGE>

Note 12: Subsequent events

         On July 28, 2002 the Company  entered into an agreement with Mid-States
         Pharmacies,  Inc. to sell the licensing  rights to Arkansas,  Oklahoma,
         Illinois,  Iowa,  Nebraska,  Kansas,  and Missouri for $774,000 in cash
         payable  on or  before  August 8,  2002.  In  addition  to the up front
         licensing  fee the Company will also receive  $20,000 for each pharmacy
         opened in these territories by Mid-States  Pharmacies,  Inc. as well as
         4% of gross revenue from each pharmacy location.














                                      F-13
<PAGE>

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Forward-Looking Statements

         This  Quarterly  Report  on  Form  10-QSB  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-QSB, 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  expectations  will  prove to have been  correct.  Important  factors  with
respect to any such  forward-looking  statements,  including  certain  risks and
uncertainties  that could cause  actual  results to differ  materially  from the
Company's  expectations  ("Cautionary  Statements")  are  disclosed in this Form
10-QSB,  including,  without limitation, in conjunction with the forward-looking
statements  included in this Form 10-QSB,  and in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2001.  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,  the Company's limited
pharmacy base,  lack of geographic  diversification,  the risks  associated with
expansion,  a lack of marketing  experience and activities,  risks of licensing,
development and construction delays, need for additional personnel, increases in
operating  and drug costs and  availability  of supplies,  significant  industry
competition,  government  regulation,  insurance  claims and the  ability of the
Company to meet its stated  business  goals.  All  subsequent  written  and oral
forward-looking  statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the Cautionary Statements.

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

Overview

RTIN  Holdings,  Inc. is a Texas  Corporation.  The Company  currently  owns two
subsidiary  divisions,   Safe  Med  Systems,  Inc.  (a  Texas  corporation)  and
Safescript  Pharmacies,  Inc.  (a  Texas  corporation).   Under  the  Safescript
Pharmacies  division  the Company has one  pharmacy  open in Longview  Texas,  a
second pharmacy opening in Tyler, Texas and a third pharmacy location opening in
Texarkana,  Texas on August 5, 2002.  The Company also has five market  partners
whom are opening  Safescript  Pharmacies  in various  locations  throughout  the
United States.

Results of Operations

         Comparison of Six Months Ended June, 2001 and June 30, 2002

         Revenues. For the six months ended June 30, 2002, the Company generated
revenues of $5,934,778  compared to revenues of continued  locations in the same
period of 2001 of  $486,343.  The  increase in revenue is due to the sale of the
license  rights to the  Safescript  Pharmacy  model to various  market  partners
throughout  the United  States.  These sales  include all but three  territories
remaining  for sale in the United  States and thus the  revenue  generated  from
territory  sales is  anticipated to decline in the future.  However,  management
believes  that the revenue  which will be  generated  through  the license  fees
charged on a per store basis and the revenue from the 4% of gross sales which is
charged to each  licensee for support will  eventually  offset if not exceed the
license fee revenue.

<PAGE>

         Costs and  Expenses.  Costs and  expenses for the six months ended June
30, 2002  increased by $418,056 or 45% to $1,118,471 as compared to $700,415 for
the  corresponding  period of 2001.  This  increase  was due to the  increase in
research  and  development  cost and other  general and  administrative  expense
associated with the development of the Safe Med Systems and Safescript  Pharmacy
models.

         Net Profit and Loss.  The  Company  had a net profit for the six months
ended June 30,  2002 of  $2,915,226  compared  to net loss of  $523,031  for the
corresponding six months of 2001.

         Comparison of Three Months Ended June, 2001 and June 30, 2002



<PAGE>


         Revenues.  For the  three  months  ended  June 30,  2002,  the  Company
generated  revenues of $886,550  compared to revenues in the same period of 2001
of $241,642.

         Costs and Expenses.  Costs and expenses for the three months ended June
30, 2002  increased  by $281,101 or 46% to $616,982 as compared to $335,881  for
the corresponding period of 2001.

         Net Profit and Loss.  The Company had a net profit for the three months
ended June 30,  2002 of  $3,035,689  compared  to net loss of  $126,623  for the
corresponding three months of 2001.

         During 2001 the Company  was not engaged in the  pharmaceutical  sector
but rather in the restaurant  industry.  As such, the results of operations from
2001 are based on the Company's prior business model in the restaurant industry.
The Company entered a new business segment  beginning  December 5, 2001 which is
expected to significantly affect the Company's results of operations.

Liquidity and Capital Resources

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

Subsequent Events

On July  28,  2002  the  Company  entered  into an  agreement  with  Mid-America
Pharmacies, Inc. to sell the licensing rights to Arkansas,  Oklahoma,  Illinois,
Iowa,  Nebraska,  Kansas, and Missouri for $774,000 in cash payable on or before
August 8, 2002. In addition to the up front  licensing fee the Company will also
receive  $20,000 for each  pharmacy  opened in these  territories  by Mid-States
Pharmacies, Inc. as well as 4% of gross revenue from each pharmacy location.


                           PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

During the first six months of 2002 the Company  converted  2,687,871  shares of
its Series C Preferred  stock to Common Stock of the  Company.  These shares are
reflected  in the  total  shares  outstanding  as of June 30,  2002.  There  are

<PAGE>

2,812,129  shares  of  Series C  Preferred  stock  still  outstanding  which are
convertible into 2,812,129 shares of Common Stock through October 28, 2002.

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

         None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Hereafter  set forth as an exhibit to the Form  10-QSB of RTIN
                  Holdings, Inc. is the following exhibit:

                  None

         (b)      Current Reports on Form 8-K:

                  The Company filed the following reports on Form 8-K during the
                  quarter ended June 30, 2002.

                  None


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.


                                                     RTIN Holdings, Inc.
                                  (Registrant)

Date:    August 1, 2002        By:  /s/ Stanley L. Swanson
                                   -----------------------
                                   Stanley L. Swanson, Chief Executive Officer
                                   (Duly Authorized Signatory)

Date:    August 1, 2002        By:  /s/ Curtis A. Swanson
                                   ----------------------
                                   Curtis A. Swanson, President, Chief Operating
                                   Officer and Senior Accounting Officer
                                   (Duly Authorized Signatory)