SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Form 10-QSBForm 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, 2003
                                                 -------------

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

911 W. Loop 281, Suite 408  Longview, Texas                 75604
 (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 21st, 2003 was 23,248,517 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, 2002 and
         June 30, 2003....................................................  5

         Condensed Statements of Operations for Three Month Periods
          Ended June 30, 2002 and June 30, 2003  .........................  7

         Condensed Statements of Operations for Six Month Periods
          Ended June 30, 2002 and June 30, 2003  .........................  8

         Condensed Statements of Cash Flow for the Six Month Periods
         Ended June 30, 2002 and June 30, 2003............................  9

         Notes to Interim Condensed Financial Statements .................  10

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations....................  18
         ---------------------------------------------


PART II  OTHER INFORMATION................................................  20

Item 2.  Changes in Securities............................................  20
         ---------------------

Item 4.  Submission of Matters to a Vote of Security Holders..............  20
         ---------------------------------------------------

Item 6.  Exhibits and Reports on Form 8-K.................................  20
         --------------------------------

Signatures................................................................  21

Certifications............................................................  22















<PAGE>

Item  1.  FINANCIAL STATEMENTS
















                               RTIN Holdings, Inc.
                              Financial Statements
                               As of June 30, 2003



<PAGE>

                               RTIN Holdings, Inc.

                              Financial Statements


                               As of June 30, 2003


                                    Contents
Financial Statements

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








<PAGE>

                               RTIN Holdings, Inc.
                            Condensed Balance Sheets
                     For The Year End December 31, 2002 and
                      Six-Month Period Ended June 30, 2003

                                     ASSETS

Current Assets                                June 30, 2003   December 31, 2002

Certificate of Deposit                              640,000             924,000
Cash                                              1,120,148              80,763
Inventory                                           706,704             187,223
Accounts Receivable                               1,300,251             126,466
Note Receivable - Current Portion                 1,404,317           1,309,021
Marketable Securities                             2,000,000                   0
Prepaid Expense                                       9,606                   0
Interest Income Acc                                  89,539                   0
                                                -----------         -----------
Total Current Assets                              7,278,225           2,627,473


Property & Equipment, at cost

Fixtures & Equipment                                702,754              75,812
Vehicles                                             64,912                   0
Buildings & Leasehold Improvements                   48,962               9,843
Accumulated Depreciation                           (333,630)            (16,086)
                                                -----------         -----------

Net Property & Equipment                            482,998              69,519

Notes Receivable Less Current Portion               986,000           2,986,000
Other Assets                                              0                   0
Non Marketable Securities                           341,376                   0
Allowance on Asset Impairment                      (300,000)                  0
Territories for Sale                              8,726,245                   0
Patents on Med Tech                                 500,000                   0
Accumulated Amortization                           (447,608)                  0
Deposits                                             11,260               1,970
Cost of Technology                                  780,803           1,130,963
Research & Development                              572,259                   0
                                                -----------         -----------

Total Other Assets                               11,170,336           4,118,933

Total Assets                                     18,931,558           6,815,975



                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                              RTIN Holdings, Inc.
                            Condensed Balance Sheets
                     For The Year End December 31, 2002 and
                      Six-Month Period Ended June 30, 2003

                              Liabilities & Equity

Current Liabilities                              June 30, 2003     December 31, 2002
<S>                                              <C>               <C>
Cash Overdrafts                                         50,905                     0
Accounts Payable                                     3,619,661               532,392
Accrued Expenses & Other Liabilities                 1,392,049               821,842
Current Portion Notes Payable                          790,493               579,234
                                                   -----------           -----------

Total Current Liabilities                            5,853,108             1,933,468

Note Payable                                           621,686                     0

Deferred Rent                                            9,658                     0

Deferred Liabilities                                     9,658                     0


Total Long Term Liabilities                            631,344                     0

Total Liabilities                                    6,484,452             1,933,468


Stockholder's Equity (Deficit)
Common Stock                                           193,351                98,185
Series A Preferred Stock                                     0             1,996,301
Additional Paid in Capital                          24,425,078            16,090,847
Retained Earnings - Prior                          (12,434,824)          (12,434,824)
Retained Earnings - Current                          1,131,503                     0
                                                                         -----------
Less 197,162 Treasury Shares @ Cost                   (868,002)             (868,002)
                                                   -----------           -----------
Total Shareholder's Equity                          12,447,106             4,882,507

Total Liabilities & Stockholder's Equity            18,931,558             6,815,975
</TABLE>



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

                               RTIN Holdings, Inc.
                           Condensed Income Statements
                        For The Three Month Periods Ended
                         June 30, 2002 and June 30, 2003

Revenue                              3 Months Ended June 30, 2003    3 Months Ended June 30, 2002
<S>                                                       <C>                             <C>
Income - License Fees                                     600,000                         779,000
Income - Royalty                                           20,304                               0
Revenue Write Down                                              0                      (1,500,000)
Income - Pharmacy                                       2,037,473                         107,550
                                                       ----------                      ----------
Total Revenue                                           2,657,777                        (613,450)

Operating Costs & Expenses

Cost of Sales                                           1,325,631                          66,286
General & Administrative Expenses                         904,586                         465,647
Depreciation & Amortization                               117,392                          85,050
                                                       ----------                      ----------
Total Operating Costs & Expenses                        2,347,609                         616,983

Non Operating (Income) Expense
Other Income                                               (9,666)                        441,892
Interest Expense                                           10,862                         100,725
Gain on Sale of Assets                                          0                        (345,655)
Interest Income                                           (54,634)                              0
Discontinued Operations                                         0                          36,917
Asset Impairment                                          300,000                               0
Gain on Asset Impairment                                        0                      (4,500,000)
                                                       ----------                      ----------

Total Non Operating (Income) Expense                      246,562                      (4,266,121)

Income Before Income Taxes                                 63,606                       3,035,689


Income Tax Benefit                                              0                               0

Net Gain (Loss)                                            63,606                       3,035,689

Earnings Per Share
Weighted Average Outstanding                           $      .01                      $      .35

</TABLE>

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

                               RTIN Holdings, Inc.
                           Condensed Income Statements
                         For The Six Month Periods Ended
                         June 30, 2002 and June 30, 2003

                             Statement of Operations

Revenue                           6 Months ended June 30, 2003       6 Months Ended June 30, 2002
<S>                                                    <C>                            <C>

Income - License Fees                                  600,000                        $ 5,779,000
Revenue Write Down                                           0                        $(1,500,000)
Income - Rental                                              0                        $    48,228
Income - Pharmacy                                    3,195,903                        $   107,550
Income - Royalty                                        36,988                                  0
                                                   -----------                        -----------

Total Revenue                                        3,832,891                        $ 4,434,778

Operating Costs & Expenses

Cost of Sales                                        2,082,052                        $    66,286
General & Administrative Expenses                    1,604,237                        $   913,136
Depreciation & Amortization                            234,582                        $   139,050
                                                   -----------                        -----------

Total Operating Costs and Expenses                   3,920,871                        $ 1,118,471

Non Operating (Income) Expense
Other Income-Stock Requisition                      (1,398,000)                                 0
Asset Impairment                                       300,000                                  0
Other Income                                            (9,666)                       $   439,085
Interest Income                                       (133,129)                                 0
Interest Expense                                        21,312                        $   199,725
Discontinued Operations                                      0                        $   107,925
Gain on sale of Assets                                       0                        $  (345,655)
                                                   -----------                        -----------

Total Non Operating (Income) Expense                (1,219,483)                       $  (401,080)

Income Before Income Taxes                         $ 1,131,503                        $ 2,915,226

Income Tax Benefit                                           0                                  0

Net Gain                                           $ 1,131,503                        $ 2,915,226

Earnings Per Share
Weighted Average Outstanding                       $       .08                        $       .34
</TABLE>



                                       F-4

<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.
                             STATEMENTS OF CASH FLOW
                         For The Six Month Periods Ended
                         June 30, 2002 and June 30, 2003
                                                                         June 30, 2002    June 30, 2003
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
Cash Flows From Operating Activities
      Net Profit (Loss)                                                  $   2,915,226    $   1,131,503
      Adjustments to Reconcile Net Loss to Net Cash Used by
         Operating Activities
           Depreciation & Amortization                                   $     139,050    $     765,152
           Stock for Services                                            $     229,316    $     119,340
      Changes in Operating Assets and Liabilities
           Decrease (Increase) in Inventories                            $     (27,659)   $    (519,481)
           (Increase) decrease in Accounts Receivable                    $       3,505    $  (1,173,785)
           Decrease in Cash Overdrafts                                   $     (14,539)   $      50,905
           Increase (Decrease) in Accounts Payable                       $     220,499    $   3,087,269
           (Decrease) in notes due related parties                       $           0    $    (130,000)
           Increase (Decrease) in notes payable                          $           0    $     832,945
           (Increase) in interest income accrual                         $           0    $     (89,539)
           Increase (Decrease) of asset impairment                       $           0    $     300,000
           Increase in Deposits and Prepaid Expenses                     $       6,970    $     (18,896)
           (Increase) Decrease in Note Receivable                        $  (3,658,980)   $   1,904,704
           Increase in Research & Development                            $     157,237    $    (222,099)
           Increase (Decrease) in Accrued Expenses & Other Liabilities   $    (504,459)   $     579,865
                   Net Cash Used in Operating Activities                 $     209,920    $   6,620,883

Cash Flows From Investing Activities
           Purchase of Property & Equipment                              $     (66,878)   $  (9,957,218)
           (Increase) in Marketable Securities                           $           0    $  (2,000,000)
            (Increase in Non-Marketable Securities                       $           0    ( $   341,376)
           Purchase of Rights to Software                                $    (462,050)   $           0
           Proceeds from Sale of Property & Equipment                    $      25,000    $           0
           Change in assets of discontinued operations                   $           0    $           0

                   Net Cash Used in Investing Activities                 $    (503,928)   $ (12,298,594)

Cash Flows From Financing Activities
           Change in Convertible Debentures                              $  (1,999,301)   $           0
           Change in Common Stock                                        $   1,109,047    $      95,166
           Change in Series A Preferred Stock                            $   1,999,920    $  (1,996,301)
            Additional Paid in Capital from Common Stock                 $           0    $   8,334,231
           Proceeds from issuance of Notes Due Related Parties           $     187,000    $           0
                   Net Cash Provided by Financing Activities             $   1,299,666    $   6,433,096

NET INCREASE (DECREASE) IN CASH                                          $      51,984    $     755,385
CASH  BEGINNING OF YEAR                                                  $       8,355    $   1,004,763
CASH AT END OF PERIOD                                                    $      60,339    $   1,760,148
</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, 2002 and June 30, 2003 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 A-2 filed July 7, 2003. 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.  The Company
         operations focus exclusively on the  pharmaceutical  sector through the
         operation of its four wholly owned  subsidiaries,  MedEx  Systems,  Inc
         ("MedEx"), Safe Med Systems, Inc. ("SafeMed"), Pegasus Pharmacies, Inc.
         ("Pegasus")  and  Safescript  Pharmacies,  Inc.  ("Safescript").   Both
         SafeMed and Safescript are Texas Corporations and MedEx and Pegasus are
         Louisiana corporations..

         The  accompanying  financial  statements  include  the  accounts of the
         Company and its wholly owned  subsidiaries  Safe Med Systems,  Inc. and
         Safescript  Pharmacies,  Inc. for the period  ended June 30, 2003.  The
         Company  acquired  MedEx and Pegasus on June 27, 2003 and therefore the
         statements  of  operations  do not  contain  the revenue or expenses of
         MedEx and  Pegasus for the period of January 1, 2003  through  June 27,
         2003. 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.



                                       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, 2003,  $1,446,375  exceeded the
         FDIC  insured  limits  represented  by  balances  of  $400,070  for the
         Company's wholly owned subsidiary Safescript Pharmacies, Inc., $706,305
         for the Company and $540,000 in a certificate of deposit.

         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.  Management  has
         reviewed the credit  worthiness of the major owner and investors of the
         Company  and  believes  that  the   concentration  of  credit  risk  is
         adequately  secured.  The  concentration  of credit risk as of June 30,
         2003 has been reduced from  $3,186,000  at year end 2002 to  $1,197,929
         through  the  payments  made to the  Company by the west  coast  market
         partner and the  conversion  of  $2,000,000  of the note  receivable to
         convertible Series A Preferred stock of the market partner.

Note 4:  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  obtained by the Company in its prior settlement  agreement
         with MedEx/Pegasus).  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




                                       F-7
<PAGE>

         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 for the year
         ending December 31, 2002 and revenues of  approximately  $4,373,582 for
         the  period  ending  June 30,  2003,  per  their  un-audited  financial
         statements.






























                                       F-8

<PAGE>
<TABLE>
<CAPTION>

         Following is the pro-forma  financial  statements based on the combined
         financial  results as if the  Companies had been acquired on January 1,
         2002.

                               RTIN Holdings, Inc.
                                    Pro Forma
                           Condensed Income Statements
                        For The Three Month Periods Ended
                         June 30, 2002 and June 30, 2003

Revenue                              3 Months Ended June 30, 2003    3 Months Ended June 30, 2002
<S>                                                       <C>                             <C>

Income - License Fees                                     600,000                         779,000
Revenue Write Down                                              0                      (1,500,000)
Income - Pharmacy                                       4,107,709                       1,417,845
Income - Misc                                              15,283                               0
Income  - Royalties                                        20,304                               0
                                                       ----------                      ----------

Total Revenue                                           4,743,296                         696,845

Operating Costs & Expenses

Cost of Sales                                           2,807,287                       1,023,246
General & Administrative Expenses                       2,360,296                       1,101,591
Depreciation & Amortization                               117,392                         129,732
                                                       ----------                      ----------


Total Operating Costs & Expenses                        5,284,976                       2,254,569

Non Operating (Income) Expense
Other Income                                               (9,666)                        441,892
Interest Expense                                           10,862                         100,725
Gain on Sale of Assets                                          0                        (345,655)
Interest Income                                           (54,634)                              0
Discontinued Operations                                         0                         (36,917)
Gain on Asset Impairment                                        0                      (4,500,000)
Asset Impairment
                                                          300,000                               0

Total Non Operating Income  (Expense)
                                                          246,562                      (4,339,955)

Income Before Income Taxes                               (788,243)                      2,782,231


Income Tax Benefit                                              0                               0

Net Gain (Loss)                                          (788,243)                      2,782,231

</TABLE>

                                       F-9

<PAGE>
<TABLE>
<CAPTION>

                               RTIN Holdings, Inc.
                                    Pro-Forma
                           Condensed Income Statements
                         For The Six Month Periods Ended
                         June 30, 2002 and June 30, 2003


                             Statement of Operations

Revenue                           6 Months ended June 30, 2003    6 Months Ended June 30, 2002
<S>                                                    <C>                         <C>

Income - License Fees                                  600,000                     $ 5,779,000
Revenue Write Down                                           0                     $(1,500,000)
Income - Rental                                              0                     $    48,228
Income - Pharmacy                                    7,543,899                     $ 2,251,523
Income -MedEx                                           25,586                     $   953,047
Income - Royalty                                        36,988                     $         0
                                                   -----------                     -----------

Total Revenue                                        8,206,473                     $ 7,531,798

Operating Costs & Expenses

Cost of Sales                                        5,170,335                     $ 1,600,346
General & Administrative Expenses                    4,000,965                     $ 2,280,744
Depreciation & Amortization                            234,582                     $   226,492
                                                   -----------                     -----------

Total Operating Costs and Expenses                   9,405,882                     $ 4,107,582

Non Operating (Income) Expense
Other Income-Stock Requisition                      (1,398,000)                    $         0
Asset Impairment                                       300,000                     $         0
Other Income                                            (9,666)                    $   439,086
Interest Income                                       (133,129)                    $         0
Interest Expense                                        21,312                     $   199,725
Discontinued Operations                                      0                     $   107,925
Gain on sale of Assets                                       0                     $  (345,655)
                                                   -----------                     -----------

Total Non Operating Income (Expense)                (1,219,483)                    $   401,081

Income Before Income Taxes                              20,074                     $ 3,023,135

Income Tax Benefit                                           0                     $         0

Net Gain                                                20,074                     $ 3,023,135
</TABLE>


                                      F-10

<PAGE>

Note 5:  Accrued expenses and other liabilities

         Accrued  expenses and other  liabilities  at December 31, 2002 and June
         30, 2003, consist of the following:

                                           December 31, 2002       June 30, 2003
                                           -----------------   -----------------
   Accrued Interest Payable                $          88,622   $         108,145
   Accrued Payroll and Related Taxes                 733,220           1,029,411
   Sales Taxes Payable                                     0             254,493


Total                                                821,842           1,392,049
                                           -----------------   -----------------

Note 6:  Related party transactions

         On December 6, 2001,  the Company  entered  into  executive  employment
         agreements  with Stan Swanson  (the  Company's  former Chief  Executive
         Officer) and Curtis  Swanson (the  Company's  current  Chief  Executive
         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 $200,000  and  $185,000
         respectively  in 2002,  $200,000  and  $240,000  respectively  in 2003,
         $225,000 and $260,000  respectively  in 2004, and $250,000 and $300,000
         respectively  in 2005 plus incentive  compensation  of one and one half
         percent  (1.5%) each of the  adjusted  net profits of the  Company,  as
         defined,  plus  automobile  allowances  and life and  health  insurance
         coverage. In the event of termination without cause, the executives are
         entitled to two hundred percent (200%) of the  executives'  base salary
         in effect on the date of termination plus two hundred percent (200%) of
         the  executives'  incentive  compensation  for the fiscal year in which
         employment is  terminated.  The executives are also entitled to options
         to  acquire  a total of 2,500  shares  each of RTIN's  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.  Both  executives have amended the agreements in early
         2003 to eliminate any incentive pay for 2002 or 2003.

         On July 11, 2003 Stan Swanson resigned as the Company's Chief Executive
         Officer  and  Chairman  of the  Board  and was  replaced  by  Curtis A.
         Swanson.  Additionally,  Mr.  Swanson or his  designee  was granted the
         right to  purchase  the  license  rights for the  Company's  Safescript
         Pharmacy and SafeMed  System's  model in the Detroit,  Michigan CMSA at
         prevailing market price from the Company.  The base price of the market
         being the same as has  previously  been  established by the Company for
         the sale of territory  rights Mr. Swanson was granted  extended payment
         terms for the "up front"  license fee payment of $726,000 for a 22 unit
         license which is to be paid in a balloon  installment on July 11, 2006.
         (See "Subsequent  Events" - Note 9)The balance of the license agreement
         terms inclusive of the payment of $20,000 for each unit licensed and 4%
         of gross sales are  consistent  with other license  agreements  entered
         into by the Company. In consideration for the above described severance
         package Mr. Swanson waived all rights due under the Employment Contract
         or any other  agreements  of any nature  between  Stan  Swanson and the
         Company.




                                      F-11

<PAGE>

         Safe Med Solutions,  LLC a Montana Limited Liability Company controlled
         by Carole  Swanson,  wife of Stan Swanson (the  Company's  former Chief
         Executive  Officer) and former  corporate  secretary of the Company has
         purchased the license  rights to operate the  Company's  concept in the
         Montana  MSA. The sale was made at  prevailing  market price of $99,000
         for a 3 unit license and with the same  continuation  costs and license
         fees of $20,000 per unit and 4% of gross  sales as has been  previously
         established  by the  Company for similar  licensed  transactions.  (See
         "Subsequent Events" - Note 9)

         On June 27, 2003 the executives of the Company  converted  their entire
         accrued and unpaid payroll due them from the Company to Common Stock of
         the Company.  The result of the  transaction was a reduction to accrued
         expenses of $527,973 and an increase to the outstanding Common Stock of
         2,200,000. This conversion was made pursuant to the rights grant on May
         6,  2003 and in  accordance  with the  corporate  governance  provision
         requirements  of the private  placement of $2,100,000  described in the
         8-K filed July 9, 2003.

Note 7:  Stockholders' equity (deficit)

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

         In  connection  with the  conversion of the accrued  payroll  described
         above  as well  as all of the  Company's  previously  issued  Series  A
         Preferred stock and the private  placement of an additional  $2,100,000
         of common stock and warrants of the Company the  Company's  outstanding
         shares increased by 9,516,643 during the 6 month period ending June 30,
         2003 to 19,335,115.

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

         The Company has 10,000,000  shares of preferred  stock  authorized with
         zero shares of preferred outstanding. The preferred stock may be issued
         with rights or preferences as determined by the board of directors. The
         Company  and its  previous  Series A  preferred  stock to common  stock
         pursuant to the  conversion  commitment  agreement  between the parties
         which is  described  in more  detail and  attached as an exhibit to the
         form 8-K filed July 9, 2003.

Note 8:  Commitments and Contingencies

         In  connection  with the  acquisition  of MedEx and Pegasus the Company
         provided   the  selling   shareholder   of  MedEx  and   Pegasus   with
         indemnification  with respect to $1,360,000 in obligations  owed by the
         acquired  companies  and  guaranteed  by the selling  shareholder.  The
         Company has been in  negotiation  with several of these  creditors (the
         "Indemnified  Creditors") in an effort to negotiate a settlement of the
         obligations.  In addition,  the acquired  companies  had  approximately
         $3,846,874  in  obligations  which the  Company did not  indemnify  the
         selling  shareholder of MedEx and Pegasus from.  These  liabilities are
         reflected on the consolidated balance sheet of the Company as payables,
         accrued  expenses,  or long term  liabilities  for  which  the  Company
         believes a significant reduction is possible.

         The Company has  terminated  the prior  president  of its wholly  owned
         subsidiary  Safescript  Pharmacies,  Inc.  Although  their  can  be  no
         guarantees,  the  Company  believes  that  it had  rightful  cause  for
         termination and that no further  obligations to this individual will be
         incurred.


                                      F-12

<PAGE>

Note 9:  Subsequent Events

         On  July  11,  2003  the  Company   entered  into  an  agreement   with
         CORXSYSTEMS, INC. to the licensing rights to the Detroit, Michigan CMSA
         for $726,000  payable on or before July 11, 2006. In addition to the up
         front  licensing  fee the Company  will also  receive  $20,000 for each
         pharmacy opened in these territories by CORXSYSTEMS, INC. as well as 4%
         of gross  revenue from each  pharmacy  location.  (See  "Related  Party
         Transactions"  - Note 6). In remaining  consistent  with the  Company's
         policy  regarding  recognition of revenue  associated  with the sale of
         license rights the Company will recognize $726,000 in revenue from this
         sale in the third  quarter of 2003,  but in  determining  the  carrying
         value of the note receivable  management has determined that there will
         not be sufficient  consideration  paid to retain the note as unimpaired
         and as such will impair the entire $726,000  balance until such time as
         the collateral, together with subsequent payments, is such that FASB 66
         has been satisfied as to impairment.

         On July 11, 2003 the Company  entered into an  agreement  with SAFE MED
         SOLUTIONS,  LLC. to the licensing rights to Montana MSA for $99,000. In
         addition to the up front  licensing  fee the Company  will also receive
         $20,000  for each  pharmacy  opened  in these  territories  by SAFE MED
         SOLUTIONS,  LLC as well  as 4% of  gross  revenue  from  each  pharmacy
         location. (See "Related Party Transactions" - Note 6).



























                                      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, 2002.  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 four
subsidiary  divisions,   Safe  Med  Systems,  Inc.  (a  Texas  corporation)  and
Safescript  Pharmacies,  Inc.  (a Texas  corporation),  MedEx  Systems,  Inc. (a
Louisiana corporation) and Pegasus Pharmacies,  Inc. (a Louisiana  corporation).
Under the Safescript  Pharmacies division the Company has pharmacies open in the
markets of Longview,  Tyler,  and  Texarkana,  Texas as well as  Shreveport  and
Bossier City,  Louisiana.  Under the Pegasus  Pharmacy  division the Company has
pharmacies  open in  Jefferson,  New Orleans,  and Baton Rouge,  Louisiana.  The
Company also has seven market partners whom are opening Safescript Pharmacies in
various locations throughout the United States.


<PAGE>

Results of Operations

         Comparison of Six Months Ended June, 2002 and June 30, 2003

         Revenues. For the six months ended June 30, 2003, the Company generated
revenues of  $3,195,903  from  pharmacy  operations,  an  increase of  $3,088353
compared  to revenues  from  pharmacy  operations  in the same period of 2002 of
$105,550.  The increase in revenue is due to the increased  sales volumes in the
Company's Texas pharmacy operations.  In addition,  management believes that the
revenue which will be generated through the future 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 generated by the up front license sales.

         Costs and  Expenses.  Costs and  expenses for the six months ended June
30, 2003 increased by $2,802,400 or 250% to $3,920,871 as compared to $1,118,471
for the  corresponding  period of 2002.  This  increase was due primarily to the
increase in cost of goods sold  attributed  to the  increase in pharmacy  sales.
This  increase in cost of goods  accounted for  $2,015,766 of the increase.  The
balance of the  increase in costs and expenses is  primarily  attributed  to the
legal and other  acquisition and placement  costs  associated with the Company's
recent MedEx and Pegasus acquisitions, the recently completed private placement,
and other general and administrative  expense associated with the development of
the Company's business models.

         Net Profit and Loss.  The  Company  had a net profit for the six months
ended June 30, 2003 of $1,131,503  compared to net profit of $2,915,226  for the
corresponding  six months of 2002. This reduction in profit reflected an initial
concentration  in 2002 of license sales  associated  with the  Company's  market
partner territorial  purchases.  Managements' primary focus in 2003 has been the
increase in unit level  pharmacy  sales and  completion of the MedEx and Pegasus
acquisitions.

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

         Revenues.  For the  three  months  ended  June 30,  2003,  the  Company
generated  revenues  of  $2,037,473  from  pharmacy  operations,  an increase of
$1,929,923  compared to revenues from pharmacy  operations in the same period of
2002 of $105,550.  The increase in revenue is due to the increased sales volumes
in the Company's Texas pharmacy operations.

         Costs and Expenses.  Costs and expenses for the three months ended June
30, 2003  increased by  $1,730,626 or 280% to $2,347,609 as compared to $616,983
for the corresponding  period of 2002. Again, this increase was due to primarily
to the  increase in cost of goods sold  attributed  to the  increase in pharmacy
sales.  This increase in cost of goods accounted for $1,259,345 of the increase.
Once again, the balance of the increase in costs and expenses for the period was
primarily  attributed to the legal and other  acquisition  and  placement  costs
associated  with the  Company's  recent  MedEx  and  Pegasus  acquisitions,  the
recently  completed  private  placement,  and other  general and  administrative
expense associated with the development of the Company's business models.

         Net Profit and Loss.  The Company had a net profit for the three months
ended  June  30,  2003  of  $63,606  compared  to a gain of  $3,035,689  for the
corresponding  three  months of 2002.  The net profit for this 3 month period in
2002 was the result of a $4,500,000 gain on the reversal of an asset  impairment
associated with the sale of the west coast market  territory which was initially
impaired in the first quarter of 2002 and then reversed in the second quarter of
2002 when the transaction was  restructured  from an equity  transaction to cash
and receivables.

<PAGE>

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 and MedEx  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, 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 may  adversely
impact the realization of the Company's business goals.

Subsequent Events

On July 11, 2003 the Company entered into an agreement with CORXSYSTEMS, INC. to
the licensing  rights to the Detroit,  Michigan CMSA for $726,000  payable on or
before July 11,  2006.  In addition to the up front  licensing  fee, the Company
will also  receive  $20,000 for each  pharmacy  opened in these  territories  by
CORXSYSTEMS,  INC. as well as 4% of gross revenue from each  pharmacy  location.
(See  "Related  Party   Transactions"  -  Note  6  to   accompanying   financial
statements).

On July 11, 2003 the Company  entered into an agreement with SAFE MED SOLUTIONS,
LLC. to the licensing  rights to Montana MSA for $99,000 in cash. In addition to
the up front  licensing  fee,  the Company  will also  receive  $20,000 for each
pharmacy opened in these territories by SAFE MED SOLUTIONS, LLC as well as 4% of
gross revenue from each pharmacy location.  (See "Related Party  Transactions" -
Note 6 to accompanying financial statements).

                           PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

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

         In connection with the conversion of the accrued  payroll  described in
         related  party   transactions   (Note  6  to   accompanying   financial
         statements)  as  well  as  all  of  the  conversion  of  the  Company's
         previously issued Series A Preferred stock and the private placement of
         an  additional  $2,100,000  of common stock and warrants of the Company
         the Company's  outstanding  shares  increased by 9,516,643 during the 6
         month period ending June 30, 2003 to 19,335,115.

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

         The Company has 10,000,000  shares of preferred  stock  authorized with
         zero shares of preferred outstanding. The preferred stock may be issued
         with rights or preferences as determined by the board of directors. The
         Company  and its  previous  Series A  preferred  stock to common  stock
         pursuant to the  conversion  commitment  agreement  between the parties
         which is  described  in more  detail and  attached as an exhibit to the
         form 8-K filed July 9, 2003.


<PAGE>

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, 2003: None


                                   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 19, 2003          By: /s/ Curtis A. Swanson
                                     Stanley L. Swanson, Chief Executive Officer
                                     (Duly Authorized Signatory)

Date:    August 19, 2003          By: /s/ Steve Cavender
                                     Steve Cavender, Senior Accounting Officer
                                     (Duly Authorized Signatory)




<PAGE>

                                 CERTIFICATIONS


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

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

         2. Based on my knowledge,  this  quarterly  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
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  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 quarterly 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 quarterly 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 quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  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  quarterly  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:    August 19, 2003

/s/      Curtis A. Swanson
         Curtis A. Swanson
         President and Chief Executive Officer
<PAGE>

I, Steve  Cavender,  the Principal  Financial  Officer of RTIN  Holdings,  Inc.,
certify that:


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

         2. Based on my knowledge,  this  quarterly  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
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  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 quarterly 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 quarterly 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 quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  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  quarterly  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:    August 19, 2003

/s/      Steve Cavender
         Steve Cavender
         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 Quarterly  Report of RTIN Holdings,  Inc. (the "Company")
on Form 10-QSB for the period ending June 30, 2003, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Curtis A. Swanson,
President and 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/ Curtis A. Swanson
Curtis A. Swanson
President and Chief Executive Officer
August 19, 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 Quarterly  Report of RTIN Holdings,  Inc. (the "Company")
on Form 10-QSB for the period ending June 30, 2003, as filed with the Securities
and Exchange  Commission on the date hereof (the  "Report"),  I, Steve Cavender,
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/ Steve Cavender
Steve Cavender
Chief Financial Officer
August 19, 2003