SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 Form 10-QSB/A-1

(Mark One)

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

                  For the quarterly period ended March 31, 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 May 13, 2002 3,549,599 shares of common stock, par value $.01.

<PAGE>

                               RTIN HOLDINGS, INC.


                                                                       Page  No.

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

     Financial Statements..................................................... 3
     --------------------

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

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

     Condensed Statements of Continuing Operations for Three Month Periods
      Ended March 31, 2001 and March 31, 2002  ..............................  7

     Condensed Statements of Cash Flows for the Three Month
     Periods Ended March 31, 2001 and March 31, 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





<PAGE>


Item  1.  FINANCIAL STATEMENTS




                               RTIN Holdings, Inc.
                              Financial Statements
                              As of March 31, 2002



<PAGE>

                               RTIN Holdings, Inc.

                              Financial Statements


                              As of March 31, 2002


                                    Contents



             Financial Statements

             Balance Sheet............................................F-1
             Statements of Operations.................................F-2
             Statements of Cash Flow..................................F-3
             Notes....................................................F-4





<PAGE>

                               RTIN Holdings, Inc.
                            Condensed Balance Sheets
                     For The Year End December 31, 2002 and
                     Three-Month Period Ended March 31, 2002

                                     ASSETS

Current Assets                                March 31, 2002  December 31, 2001

Cash                                           $    34,893          $     8,355
Inventory                                      $     7,108                 6505
Note Receivable                                $   462,113                    0
                                               -----------          -----------

Total Current Assets                           $   504,114          $    14,860


Property & Equipment, at cost

Fixtures & Equipment                           $   774,702          $   794,522
Vehicles                                       $    29,950          $    29,950
Buildings & Leasehold Improvements             $ 2,434,834          $ 2,425,651
Accumulated Depreciation                       ($  954,358)         ($  876,358)
                                               -----------          -----------

Net Property & Equipment                       $ 2,285,128          $ 2,373,765


Other Assets
Non Marketable Securities (Impairment)         ($4,500,000)         $         0
Non Marketable Securities  (See Footnote 2)    $ 4,500,000          $         0
Cost of Technology                             $   805,803          $   358,753
                                               -----------          -----------

Total Other Assets                             $   805,803          $   358,753


Total Assets                                   $ 3,595,045          $ 2,747,378





                                       F-1

<PAGE>


                               RTIN Holdings, Inc.
                            Condensed Balance Sheets
                     For The Year End December 31, 2002 and
                     Three-Month Period Ended March 31, 2002

                              Liabilities & Equity

Current Liabilities                      March 31, 2002       December 31, 2001

Cash Overdrafts                            $          0            $     14,539
Accounts Payable                           $    346,657            $    317,056
Accrued Expenses & Other Liabilities       $  1,271,922            $  1,139,170
Current Portion Notes Payable              $  2,334,641            $  2,159,641
                                           ------------            ------------

Total Current Liabilities                  $  3,953,220            $  3,630,406


Deferred Liabilities                       $     48,958            $     48,958

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

Total Liabilities                          $  5,998,479            $  5,675,665


Stockholder's Equity (Deficit)

Common Stock                               $     29,622            $     10,291
Additional Paid in Capital                 $ 15,158,468            $ 14,532,483
Treasury Stock                             ($   868,002)           ($   868,002)
Retained Earnings - Prior                  ($16,603,059)           ($16,603,059)
Retained Earnings - Current                ($   120,463)           $          0
                                           ------------            ------------

Total Shareholder's Equity                 ($ 2,403,304)           ($ 2,928,287)


Total Liabilities & Stockholder's Equity    $  3,555,045           $  2,747,378







                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                               RTIN Holdings, Inc.
                           Condensed Income Statements
                           For The Three Periods Ended
                        March 31, 2001 and March 31, 2002


                             Statement of Operations

Revenue                                      March 31, 2002               March 31, 2001
<S>                                          <C>                          <C>

Income - License Fees                         $ 5,000,000                  $         0
Income - Rental                               $    48,228                  $    48,228
Income - Restaurant Sales                     $   110,379                  $   428,802
                                              -----------                  -----------

Total Revenue                                 $ 5,158,607                  $   477,033


Operating Costs & Expenses

Cost of Sales                                 $   157,387                  $   717,021
General & Administrative Expenses             $   447,489                  $   165,804
Depreciation & Amortization                   $    78,000                  $    78,000
                                              -----------                  -----------


Total Operating Costs & Expenses              $   682,876                  $   959,825


Non Operating Income (Expense)
Asset Impairment - License Fee                ($4,500,000)                 $         0
Other Income                                  $     2,806                  $         0
Interest Expense                              ($   99,000)                 $    98,330
Gain on Sale of Assets                        $         0                  $    21,506
                                              -----------                  -----------

Total Non Operating Income(Expense)           $ 4,596,194                  $   119,836

Income Before Income Taxes                    ($  120,463)                 ($  602,631)


Income Tax Benefit                            $         0                  $         0

Net Gain                                      ($  120,463)                 ($  602,631)

</TABLE>

                                       F-3

<PAGE>
<TABLE>
<CAPTION>

                               RIN HOLDINGS, INC.
                             STATEMENTS OF CASH FLOW

                      Consolidated Statement of Cash Flows


                                                                      March 31, 2002   March 31, 2001
                                                                      --------------   --------------
 <S>                                                                      <C>             <C>
Cash Flows From Operating Activities
      Net Loss                                                           ($120,463)      ($602,631)
      Adjustments to Reconcile Net Loss to Net Cash Used by
         Operating Activities
           Depreciation & Amortization                                   $  78,000       $  72,000
           (Gain) Sale of Asset                                          $       0       $       0
           Stock for Services                                            $ 179,316       $       0
      Changes in Operating Assets and Liabilities
           Decrease (Increase) in Inventories                            ($    603)      ($    519)
           Increase (decrease) in Accounts Receivable                    $       0       ($  1,970)
           Decrease in Marketable Securities                             $       0       $  24,140
           Decrease in Cash Overdrafts                                   ($ 14,539)      $       0
           Increase (Decrease) in Accounts Payable                       $  29,601       $ 263,385
           (Increase) Decrease in Note Receivable                         (462,113)              0
           Increase (Decrease) in Accrued Expenses & Other Liabilities   $ 132,752       ($369,807)

                   Net Cash Used in Operating Activities                 ($ 57,586)      ($ 12,771)

Cash Flows From Investing Activities
           Purchase of Property & Equipment                              ($ 14,363)      $       0
           Purchase of Rights to Software                                ($447,050)      $       0
           Proceeds from Sale of Property & Equipment                    $  25,000       $ 325,000

                   Net Cash Used in Investing Activities                 ($436,413)      $ 325,000

Cash Flows From Financing Activities

           Proceeds from issuance of Notes Due Related Parties           $ 175,000       $       0
           Proceeds from Common Stock                                    $ 466,000       $ 337,333

                   Net Cash Provided by Financing Activities             $ 641,000       $ 337,333

NET INCREASE (DECREASE) IN CASH                                          $  26,538       $  46,931

CASH  BEGINNING OF YEAR                                                  $   8,355       $   2,521

CASH AT END OF PERIOD                                                    $  34,893       $  49,452
</TABLE>




                                       F-4

<PAGE>
                               RTIN Holdings, Inc.
                 Notes to Interim Condensed Financial Statements
                           For The Three Periods Ended
                        March 31, 2001 and March 31, 2002

Note 1.   Basis of Presentation

          The  condensed  financial  statements  of  RTIN  Holdings,  Inc.  (the
          "Company")  as of March 31, 2001 and March 31, 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.   Impairment of Non Marketable Securities

          Pursuant to the contract between  RxSystems,  Inc. and the Company for
          the sale of license  rights for the  Safescript  Pharmacy for the west
          coast, the Company booked $5,000,000 in revenue.  However,  due to the
          fact that only  $500,000  of the sales price is being paid in cash and
          the  remaining  $4,500,000  was  paid  via the  issuance  of  Series A
          Convertible  Preferred stock which is convertible into common stock of
          RxSystems,  Inc. based on a formula of future trading value, and given
          the fact that RxSystems, Inc. is not currently trading publicly, there
          can be no  assurance  that the  Company  will be able to  collect  the
          balance  of  the  purchase  price  and  thus  has  recorded  an  asset
          impairment  expense of $4,500,000  as of March 31, 2002.  The contract
          calls for the  Company to be able to  convert  its  100,000  shares of
          Series A Preferred,  which it holds in RxSystems, Inc. into $4,500,000
          worth of  RxSystems,  Inc.  common stock based on the average  trading
          price of RxSystems,  Inc. stock from January 1, 2003 through  February
          11,  2003.  At  such  time as the  Company  is  able  to  secure  this
          conversion the Company would then realize a gain of $4,500,000.

Note 3.   Subsequent Events

          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.


                                       F-5

<PAGE>

Note 3.   Subsequent Events (Continued)

          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.

          On May 20,  2002 the  Company  surrendered  its  franchise  rights  to
          McConnell's  Fine Ice  Cream  back to W/F  Investment  Corporation  in
          exchange  for  the  forgiveness  of  the  $50,000  note  owed  to  W/F
          Investment  Corp. by the Company and reflected as a current  liability
          in the  Company's  December  31,  2001 and  March 31,  2002  financial
          statements. As a result of this transaction the company has eliminated
          the  McConnell's  acquisition  asset and the  associated  debt on its'
          balance sheets as of May 20, 2002. Given the fact that the Company had
          impaired the McConnell's asset at year-end 2001 but was still carrying
          the note payable,  as a current liability the resulting affect of this
          transaction  is a gain  to the  Company  of  $50,000,  which  will  be
          recorded as income in the second quarter of 2002.

          The Company is correcting  the  certificate  of  designation  with the
          Texas Secretary of States' office for the Series A Preferred stock. As
          a result the Company  will move the  $1,996,301  on the balance  sheet
          from debt as  debentures  to equity  as Series A  Preferred  this will
          result in a $1,996,301  increase in shareholders  equity as of May 31,
          2002.  These  shares are still the  subjects of  litigation,  which is
          being  undertaken  on behalf of the  Company  by the firm of O'Quinn &
          Laminack.

          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.

                                       F-6


<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  leased  and being  built out in Tyler,  Texas  with an opening
scheduled for May 27, 2002, and a third pharmacy location leased and being built
out in Texarkana, Texas with an opening scheduled for June 12, 2002.

Results of Operations

     Comparison of Three Months Ended March 31, 2001 and March 31, 2002

     Revenues.  For the three months ended March 31, 2002, the Company generated
revenues of $5,158,607  compared to revenues of continued  locations in the same
period of 2001 of  $477,023 a 1081%  increase.  The  increase  in revenue is due
exclusively  to the sale of the  California,  Oregon,  Washington,  and  Alaska,
Safescript Pharmacy license to RxSystems, Inc. for $5,000,000,  payable $500,000
in cash over six  months  and  100,000  shares of  Series A  Preferred  stock of
RxSystems,  Inc. The 100,000  shares of  Preferred  stock are  convertible  into
$4,500,000 worth of unregistered common stock of RxSystems, Inc. at prices based
on average  selling prices over 30 days prior to payment.  To date RxSystems has
paid  $100,000 of its  obligations  due under the $500,000 note with the balance
due on May 31, 2002.


                                       11
<PAGE>

     Costs and Expenses. Costs and expenses for the three months ended March 31,
2002  decreased  by $276,949 or 29% to $682,576 as compared to $959,825  for the
corresponding  period of 2001.  This  decrease was due to the  previous  periods
costs  associated  with the increase in overhead  associated with the gearing up
for the Tanner's and Regulatory Solutions, Inc. ("RSI") acquisitions.

     Net Loss.  The Company had a net loss for the three  months ended March 31,
2002 of $120,463  compared to net loss of $602,631 for the  corresponding  three
months of 2001.

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
licensing the use of the Safe Med and  Safescript  technology to third  persons,
obtaining  extended  payment terms from its suppliers,  incurrence of additional
indebtedness,  or sale of equity interests in the Company. There is no assurance
that  sufficient  funds  will be  available  from such  sources  and the lack of
sufficient funds may adversely impact the realization of the Company's  business
goals.

Subsequent Events

On April 9, 2002 the Company  entered  into a Market  Share Beta Test  Agreement
with  Letco  Medical  Inc.,  which is one of three  divisions  of The Letco (TM)
Companies,  a Decatur Alabama Corporation,  for the joint purpose of exploring a
new vertical market using the Zip Script  Technologies.  The Letco(TM) Companies
provide turnkey solutions for pharmacies worldwide.  Specializing in respiratory
and compounded, customized medications, The Letco(TM) Companies offer a complete
suite of pharmacy operations consulting,  compounding  chemicals,  equipment and
supplies,   pre-mix  medications,   and  industrial  facilities  equipment.  The
Letco(TM) Companies is the parent corporation of Meridian Pharmaceuticals, Inc.,
on of the Company's wholesalers of pharmaceutical products and equipment.

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.

On May 20, 2002 the Company surrendered its franchise rights to McConnell's Fine
Ice Cream back to W/F Investment  Corporation in exchange for the forgiveness of
the $50,000 note owed to W/F Investment  Corp. by the Company and reflected as a
current  liability  in the  Company's  December  31,  2001 and  March  31,  2002
financial statements. As a result of this transaction the company has eliminated
the McConnell's acquisition asset and the associated debt on its' balance sheets
as of May 20, 2002. Given the fact that the Company had impaired the McConnell's
asset at year-end  2001 but was still  carrying the note  payable,  as a current
liability the resulting  affect of this  transaction is a gain to the Company of
$50,000, which will be recorded as income in the second quarter of 2002.

                                       12
<PAGE>

The  Company  is  correcting  the  certificate  of  designation  with the  Texas
Secretary of States'  office for the Series A Preferred  stock.  As a result the
Company will move the $1,996,301 on the balance sheet from debt as debentures to
equity as Series A  Preferred  this will  result  in a  $1,996,301  increase  in
shareholders  equity as of May 31, 2002.  These shares are still the subjects of
litigation,  which is being  undertaken  on behalf of the Company by the firm of
O'Quinn & Laminack.

On May 6, 2002 the Company issued an option 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
an option 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.

It is the belief of  management  that the  territory  sales to  RxSystems,  Inc,
RxConcepts,  Inc.,  Safescript  Pharmacies  of  Kentucky,  Inc.  and  Safescript
Pharmacies of Arizona,  Inc,  along with the $20,000  license fee to be paid per
store will provide the capital  necessary  for the Company to continue to expand
its business model.

                           PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

On February 11, 2002 the Company issued  1,000,000  shares of Series B Preferred
stock  each to Curtis  Swanson  and  Stanley  Swanson  in  exchange  for  20,000
(post-split)  shares of common stock and the  forgiveness of $268,502 in accrued
salary.  The Series B Preferred  stock was  convertible  1 to 1 back into common
stock of the Company at the choice of the holder and carries  voting  rights per
share equal to 50 shares of common stock. On May 3, 2002, the Board of Directors
of the Company  rescinded the issuance of the Series B Preferred  Stock as if it
had never been issued.  If the Board of Directors had not rescinded the issuance
of the  Series B  Preferred  Stock,  the  Company  would  have taken a charge to
operations in the first quarter of 2002, in the amount of $7,057,498.


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

     None

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<PAGE>

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 March 31, 2002.

     Form 8-K/A  dated  February  20, 2002  announcing  the closing of the MedEx
     Sytems, Inc. ("MedEx") and Pegasus Pharmacy,  Inc.("Pegasus")  acquisitions
     under  Item 2 and the  recapitalization  of the  Company  under  Item 5 and
     including  the audited  financial  statements  of MedEx and Pegasus for the
     years ended December 31, 2000 and December 31, 2001.

     Form 8-K/A dated February 22, 2002  announcing the closing of the MedEx and
     Pegasus  acquisitions under Item 2 and the  recapitalization of the Company
     under Item 5 and  including the audited  financial  statements of MedEx and
     Pegasus for the years ended  December 31, 2000 and December 31, 2001.  This
     amendment was filed to make a minor  adjustment  reallocating  a portion of
     the G&A in the MedEx & Pegasus audits to R&D.

     Form 8-K/A dated  February 28, 2002  announcing  that the final payment due
     pursuant to the  purchase  agreement of MedEx & Pegasus had been made under
     Item 5.

     Form 8-K dated March 12, 2002  announcing  the  Settlement  and  Separation
     agreement between MedEx, Pegasus, IT-IS, Inc, and the Company under Item 2,
     the issuance of a Company press  release under Item 5, and the  resignation
     of Ann E. Rau as a  director  pursuant  to the  Settlement  and  Separation
     agreement under Item 6.


                                       14

<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:    May 20, 2002                   By:  /s/ Stanley L. Swanson
                                             ----------------------
                                             Stanley L. Swanson, Chief Executive
                                             Officer
                                             (Duly Authorized Signatory)


Date:    May 20, 2002                   By:  /s/ Curtis A. Swanson
                                             ---------------------
                                             Curtis A. Swanson, President, Chief
                                             Operating Officer and Senior
                                             Accounting Officer
                                             (Duly Authorized Signatory)









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