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 31,2003
                                                 -------------

[ ]      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

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

                    Issuer's telephone number (903) 295-6800

Number of shares outstanding of each of the issuer's classes of common stock, as
of March 31, 2003 was 10,433,063 shares of common stock, par value $.01.

Transitional Small Business Disclosure Format (check one) [  ]  Yes  [X]  No

<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
            March 31, 2003...............................................   F-1

            Condensed Statements of Continuing Operations for
             Three Month Periods Ended March 31, 2002 and March 31, 2003.   F-3

            Condensed Statements of Continuing Operations for
             Three Month Periods Ended March 31, 2002 and March 31, 2003    F-4

            Consolidated Statement of Stockholders Equity as of
             March 31, 2003..............................................    F-5

            Condensed Statements of Cash Flows for the Three Month
            Periods Ended March 31, 2002 and March 31, 2003..............    F-6

            Notes to Interim Condensed Financial Statements .............    F-7

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations................    19
            ---------------------------------------------


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.............................    21
            --------------------------------

Signatures  .............................................................    23











<PAGE>

Item  1.  FINANCIAL STATEMENTS
















                               RTIN Holdings, Inc.
                         Un-Audited Financial Statements
                              As of March 31, 2003



<PAGE>

                               RTIN Holdings, Inc.

                         Un-Audited Financial Statements


                              As of March 31, 2003


                                    Contents
Financial Statements

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


<PAGE>
<TABLE>
<CAPTION>

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

                                     ASSETS

Current Assets                                          March 31, 2003    December 31, 2002
<S>                                                             <C>             <C>

Cash                                                            14,663          $    80,763
Certificate of deposit                                         924,000              924,000
Inventory                                                      281,948              187,223
Accrued Interest Receivable                                     60,383                    0
Trade Accounts Receivable                                      438,196              126,466
Notes Receivable - current portion                             732,510            1,309,021
                                                           -----------          -----------

Total Current Assets                                       $ 2,451,700          $ 2,627,473


Property & Equipment, at cost

Furniture, Fixtures & Equipment                            $   146,015          $    75,812
Vehicles                                                             0                    0
Buildings & Leasehold Improvements                               9,843                9,843
                                                           -----------          -----------
Accumulated Depreciation                                       (20,521)             (16,086)
                                                           -----------          -----------

Net Property & Equipment                                   $   135,337          $    69,569


Other Assets
Notes receivable, less current portion                     $ 3,131,822          $ 2,986,000
Cost of medical technology software less amortization of
$222,098-2002 and $334,853- 2003                             1,018,208            1,130,963
Non-Marketable Securities                                      341,377                    0
Deposits                                                         7,989                1,970
                                                           -----------          -----------

Total Other Assets                                         $ 4,499,396          $ 4,118,933


Total Assets                                               $ 7,086,433          $ 6,815,975
</TABLE>


                                      F-1
<PAGE>

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

                              Liabilities & Equity

Current Liabilities                          March 31, 2003   December 31, 2002
                                                (unaudited)
Cash Overdrafts                                $     32,774        $          0
Accounts Payable                                    627,733             532,392
Accrued Expenses & Other Liabilities                918,649             821,842
Notes Payable                                       232,509             579,234
                                               ------------        ------------

Total Current Liabilities                      $  1,811,765        $  1,933,468


Long Term Liabilities                          $    176,725        $          0

Deferred Liabilities                           $          0        $          0



Total Liabilities                              $  1,988,490        $  1,933,468


Stockholder's Equity (Deficit)

Common Stock                                   $    104,331        $     98,185
Series A Preferred Stock                          1,996,301           1,996,301
Additional Paid in Capital                       16,298,821          15,762,024
Retained Earnings - Prior                       (12,106,001)        (12,106,001)
Retained Earnings - Current                       1,075,493                   0
                                               ------------        ------------

                                                  7,368,945           5,750,509
Less - 797,162 treasury shares, at cost
                                                 (2,271,002)           (868,002)
                                                                   ------------

Total Shareholder's Equity                     $  5,097,943           4,882,507


Total Liabilities & Stockholder's Equity       $  7,086,433        $  6,815,975


                                      F-2
<PAGE>

                               RTIN Holdings, Inc.
                           Condensed Income Statements
                        For The Three Month Periods Ended
                        March 31, 2003 and March 31, 2002
                                  (Un-Audited)

                             Statement of Operations

                                              3 Months Ended     3 Months Ended
Revenue                                       March 31, 2003     March 31, 2002

Income - License Fees                            $         0        $         0
Revenue Write Down                                         0
Income - Rental                                            0            503,913
Income - Pharmacy                                  1,163,430                  0
Income - Restaurant                                        0            217,347
                                                 -----------        -----------

Total Revenue                                    $ 1,163,430        $   721,347


Operating Costs & Expenses

Cost of Sales                                    $   756,421        $   634,940
General & Administrative Expenses                    680,322            324,106
Depreciation & Amortization                          117,189             67,500
                                                 -----------        -----------


Total Operating Costs & Expenses                 $ 1,553,932        $ 1,026,546


Non Operating Income (Expense)
Other Income                                          78,445                  0
Interest Expense                                     (10,450)          (139,102)
Discontinued Operations                                    0           (216,007)
Other Income-Stock reaquisition                    1,398,000                  0
                                                 -----------        -----------

Total Non Operating Income
(Expense)                                          1,465,995        ($  355,109)

Income Before Income Taxes                       $ 1,075,493        ($  660,313)


Income Tax Benefit                               $         0        $         0

Net Gain                                         $ 1,075,493        ($  660,313)

Earnings per share
Weighted Average                                 $       .11        ($     .016)


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

                               RTIN HOLDINGS, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2003



                                           Common Stock             Additional       Series A
                                   ----------------------------      Paid-In        Preferred
                                      Shares          Amount         Capital          Stock
                                   ------------    ------------    ------------    ------------
<S>                                <C>             <C>             <C>             <C>
Balance, January 1, 2003              9,818,472    $     98,185    $ 15,762,024    $  1,996,301

Shares Issued to Law Firm for
   Legal Services                        20,000             200           4,060

Sales of Common Stock                   986,867           9,869         479,561

Conversion of Debentures to
   Series A Preferred                      --              --                 0

Stock issued in exchange for
   professional services                207,724           2,077          42,176


Reacquisition of Treasury Shares       (600,000)         (6,000)
                                   ------------    ------------


Net Profit                                 --              --              --
                                   ------------    ------------    ------------

Balance March 31, 2003               10,433,063    $    104,331    $ 16,287,821    $  1,996,301
                                   ============    ============    ============    ============



                                                                      Total
                                                                   Stockholders'
                                    Retained                         Equity
                                    (Deficit)        Treasury       (Deficit)
                                   ------------    ------------    ------------

Balance, January 1, 2003           $(12,106,001)   $   (868,002)   $  4,882,507

Shares Issued to Law Firm for
   Legal Services                          --              --             4,260

Sales of Common Stock                      --              --           489,430

Conversion of Debentures to
   Series A Preferred                      --              --                 0

Stock issued in exchange for
   professional services                   --             --             44,253


Reacquisition of Treasury Shares                     (1,392,000)     (1,398,000)
                                                   ------------    ------------


Net Profit                            1,075,493            --         1,075,493
                                   ------------    ------------    ------------

Balance March 31, 2003             $(11,030,508)   $ (2,260,002)   $  5,097,943
                                   ============    ============    ============
</TABLE>

                                      F-4

<PAGE>
<TABLE>
<CAPTION>



                               RTIN HOLDINGS, INC.
                             STATEMENTS OF CASH FLOW
                        For The Three Month Periods Ended
                        March 31, 2003 and March 31, 2002
                                  (Un-Audited)

                                                                      March 31, 2003     March 31, 2002
                                                                      --------------     --------------
<S>                                                                      <C>                <C>
Cash Flows From Operating Activities
      Net Profit (Loss)                                                  $ 1,075,493        ($  623,313)
      Adjustments to Reconcile Net Loss to Net Cash Used by
         Operating Activities
           Depreciation & Amortization                                       117,189             67,500
           Stock for Services                                                 48,513                  0
      Changes in Operating Assets and Liabilities
           Decrease (Increase) in Inventories                                (94,725)               646
           (Increase) decrease in Accounts Receivable                       (311,730)                 0
           Decrease in Marketable Securities                                       0             24,140
           Increase (Decrease) in Accounts Payable                            88,716           (169,223)
           (Decrease) in notes payable                                      (340,000)           (47,500)
           Increase in Deposits                                                6,019                  0
           Increase in Research & Development                                      0                  0
           Increase (Decrease) in Accrued Expenses & Other Liabilities        96,807           (194,307)
           Increase in Accrued interest                                      (60,383)
                   Net Cash Used in Operating Activities                 $   625,899        ($  979,057)

Cash Flows From Investing Activities
           Purchase of Property & Equipment                              ($   70,203)       $         0
           (Increase) decrease in Marketable Securities                     (341,377)                 0
           Payment in connection with current acquisitions                         0             55,000
           Proceeds from Sale of Property & Equipment                              0                  0
           Change in assets of discontinued operations                             0             84,607
           (Increase) Decrease in Note Receivable                            430,689                  0
                   Net Cash Used in Investing Activities                      19,109        $   139,607

Cash Flows From Financing Activities
            Change in Long term Debt                                         176,725             50,000

           Decrease in Cash Overdrafts                                      {32,774}                  0
            Change in Contributed Capital                                    536,797            493,250
           Change in Convertible Debentures                                        0        ($1,996,301)
           Change in Common Stock                                              6,146            131,833
           Change in Series A Preferred Stock                                      0          1,999,920
           Change in Series B Preferred Stock                                      0            143,803
           Increase in Treasury Stock                                     (1,398,000)                 0
                   Net Cash Provided by Financing Activities             ($  711,106)       $   822,505

NET INCREASE (DECREASE) IN CASH                                          ($   66,098)       ($   16,945)

CASH  BEGINNING OF YEAR                                                  $    80,761        $    59,133

CASH AT END OF PERIOD                                                    $    14,663        $    42,188
</TABLE>


                                      F-5
<PAGE>

                               RTIN Holdings, Inc.
                 Notes to Interim Condensed Financial Statements
                        For The Three Month Periods Ended
                        March 31, 2003 and March 31, 2002
                                  (Un-Audited)

Note 1.  Basis of Presentation

         The  condensed  financial  statements  of  RTIN  Holdings,   Inc.  (the
         "Company")  as of March 31, 2003 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 April 1, 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  originally
         formed in 1990.  The  Company  operates  in the  pharmaceutical  sector
         through its two wholly owned subsidiaries,  Safe Med Systems,  Inc. and
         Safescript Pharmacies, Inc., both Texas Corporations.

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

Note 3:  Basic summary of significant accounting procedures

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

         Sales and related costs are  recognized by the Company upon the sale of
         pharmaceutical  products at Safescript pharmacy locations,  at the time
         of  installation  of the physician  equipment from the Safe Med Systems
         division, as well as at the time of sale of any licensed territories to
         market partners of the Company's Safescript Pharmacy model. The Company
         does not recognize  revenue which is  anticipated  from the  continuing
         fees of the licensed  territories as defined in the license  agreements
         until such time as the fees are earned by the Company.



                                      F-6
<PAGE>

         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.



         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 March 31, 2003,  no balance  exceeded the
         FDIC insured limits.

Note 4:  Acquisition

         Summary of Medex and Pegasus transaction

         On April 4, 2003 the Company entered into a letter of intent to acquire
         all of the stock of MedEx  Systems,  Inc. and Pegasus  Pharmacies  Inc,
         including three operating pharmacies,  one additional pending pharmacy,
         all  additional  MedEx  Systems  licensable  territories,   the  patent
         application and all rights thereto, and the MedEx Systems Software. The
         Company  is  currently  in  the  final  stages  of  negotiation  on the
         documentation  for the  closing of this  transaction,  and  anticipates
         closing  within  the  second  quarter  of 2003.  The  Pegasus  Pharmacy
         operations are currently  generating  revenues in excess of $10,000,000
         per year.

Note 5:  Accrued expenses and other liabilities

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


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

                                           March 31, 2003      December 31, 2002
                                           --------------      -----------------


Accrued Interest Payable                       $   99,072             $  803,415
Accrued Expenses                                        0                 13,125
Property Taxes Payable                                  0                 20,469
Accrued Payroll and Related Taxes                 819,577                278,423
Deposits Received on Stock Sales                        0                110,000
Sales Taxes Payable                                     0                  6,463
                                               ----------             ----------

                                               $  918,649             $1,231,895
                                               ==========             ==========

         Of the  amount  represented  in  Accrued  Payroll  $819,557  is accrued
payroll owed to Stanley L. Swanson and Curtis A.  Swanson  which is  convertible
into common stock of the Company at the discretion of Messrs' Stanley and Curtis
Swanson.

Note 6:  Notes payable

         Notes Payable at March 31, 2003 and December 31, 2002,  consists of the
following: 03-31-03 12-31-02
<S>                                                                       <C>        <C>

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

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

Note payable to a stockholder, interest at 9.75%, due May 27,2003           25,000     25,000

Note payable to a corporation, due March 1, 2002, by delivery of                 0     40,000
     50,000 shares of the Company's common stock

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

Note payable to related party due December 31, 2002 bearing 8% interest     45,000    175,000
(Unsecured)

Notepayable, interest at 11.65%, monthly principal and interest
    payments of $425, remaining unpaid principal and accrued
    interest due April 9, 2003, collateralized by an automobile              6,331      6,331

Note payable, monthly principle payments of $10,000, without interest
(unsecured)                                                                   --

          Total Notes Payable                                              409,234   $579,234
                                                                          ========   ========
</TABLE>


Note 7:  Related party transactions

         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 stock 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,


                                      F-8
<PAGE>

         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  preferred  stock,  which had been  issued to the  Stanley  L.
         Swanson and Curtis A. Swanson but then rescinded on May 3, 2002.

         On October 1, 2002 the Company  issued a right to Stanley L. Swanson to
         convert his additional accrued salary through September 30, 2002 in the
         amount of $21,631 at $.50 per share into 43,262  shares of common stock
         of the  Company at any time prior to April 30,  2003 and issued a right
         to Curtis A. Swanson to convert his  additional  accrued salary through
         September  30,  2002 in the  amount of  $30,902  at $.50 per share into
         61,804 shares of common stock of the Company at any time prior to April
         30,  2003.  If  converted  the  $52,533  in  accrued  salary,  which is
         reflected as a current  liability  on the  Company's  balance  sheet at
         September 30, 2002,  would be eliminated  and the number of outstanding
         shares of common stock would be increased by 105,066.

         If converted by Messer's  Stanley and Curtis Swanson the result of both
         the May 6, 2002 and  October  1, 2002  transactions  would  result in a
         total increase of 2,105,066  shares of common stock,  which shares have
         already been computed in the fully diluted  earnings per share data and
         an elimination  of $363,710 in accrued  expenses owed by the Company as
         of September 30, 2002.

Note 8:  Stockholders' equity (deficit)

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

         On December  17,  2001,  the Company  effected a 50 to 1 reverse  stock
         split  through an  amendment to its  Articles of  Incorporation  and an
         immediate increase in the authorized shares to 25,000,000.  As a result
         of such reverse split, the number of authorized and outstanding  shares
         of common  stock of the  Company  was  decreased  from  50,000,000  and
         43,954,100 to 1,000,000 and 879,082, respectively.

         As of March 31, 2003 the Company had 10,433,063  shares of Common Stock
         outstanding.

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

         The Company has 10,000,000  shares of preferred stock  authorized.  The
         preferred  stock may be issued with rights or preferences as determined
         by the board of  directors.  The  Company  and the  debentures  holders
         agreed to convert the  debentures  and accrued  interest  into  500,000
         shares of  common  stock of the  company  and  1,999,920  shares of the
         Company's  Convertible  Exchangeable Series A Preferred Stock (Series A
         Stock).  The  Series A Stock has a par value of $.10 per  share,  bears
         interest at 10% per annum on the face value of $1,999,920, provides for
         a preferred  liquidation  preference of $1.00 per share plus any unpaid
         accumulated  dividends  in the  event of  dissolution,  liquidation  or
         winding up of the Company and has no voting rights.  The holders of the
         Series A Stock may at their option convert the Series A Stock to common
         stock of the Company at any time as follows: (a) at one dollar ($1) per
         share for each share of common stock during the first twelve months or,
         (b) after the first  twelve  (12)  months,  based on 80% of the  market
         value of the common  stock at the time of  conversion.  The Company has
         the right to redeem the Series A Stock upon cash payment of the greater
         of the market price of the  Company's  common stock prior to redemption
         or 110% of the face value plus accrued but unpaid dividends.



                                      F-9
<PAGE>

Note 9:  Commitments and Contingencies

         Settlement with MedEx et. al.
         -----------------------------

         As of April 2003,  the Company has settled it's prior  litigation  with
         MedEx  Systems  which was pending in US District  Court for the Eastern
         District of Texas, Marshall Division, File Number 202-CV159 pursuant to
         the settlement the company received full and perpetual licensing rights
         to nine additional  metropolitan  market areas,  including  Cincinnati,
         Cleveland and Dayton Ohio; Las Vegas and Reno Nevada;  Omaha  Nebraska;
         Kansas City, Missouri; Sacramento California; and Phoenix Arizona.

          Contingent Liability for Debenture Litigation Support
          -----------------------------------------------------

         During the third quarter of 2002 the Company  reclassified its $500,000
         contingent  obligation  to IT/IS,  Inc. for  litigation  support of the
         debenture  litigation  from  long  term  liabilities  to  a  contingent
         liability.  This  reclassification  was made due to a determination  by
         management  that the amount is not a long term or current  liability of
         the Company,  as it does not have to be paid out of operations;  but is
         to be paid out of any potential  recovery in the  debenture  litigation
         described herein.  The result of the transaction was a decrease in Long
         Term Liabilities from $825,000 to $325,000 and other income recognition
         of $500,000.

Note 10: Other income - Stock Reaquistion

         On February 19, 2003 the company  entered  into a settlement  agreement
         with the 1999  Antebi  Children's  Insurance  and  Other  Trust,  Steve
         Antebim, and Fontenelle,  LLC, whereby the company, in exchange for the
         payment  of  $130,000.00  of debt and the  release  of any  claims  the
         parties may have had,  reacquired  600,000 shares of it's common stock,
         which had a market value at the time of acquisition $1,386,000.00.  The
         Company  reflected this transaction at the lower value between the cost
         expensed  at  original  issuance  and  the  market  value  at  date  of
         acquisition.

Note 11:  Subsequent events

         On May 12, 2003 the Company  entered into an agreement  with  Southwest
         Safescript  Pharmacies,  Inc. to sell the licensing  rights to Maricopa
         and Pinal Counties Arizona, and Missouri for $600,000 in cash and notes
         receivable.  In addition to the  licensing  fee,  the Company will also
         receive  $20,000  for each  pharmacy  opened  in these  territories  by
         Southwest  Safescript  Pharmacies,  Inc. as well as 4% of gross revenue
         from each pharmacy location.









                                      F-10

<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,  and 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 and in  conjunction  with the Company's
Annual Report on Form 10-KSB for the year ended December 31, 2002.

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 pharmacies in Longview, Texas, Tyler, Texas,
Texarkana,  Texas  and  a  fourth  location  preparing  to  open  in  Shreveport
Louisiana,  and a fifth location  preparing to open in Bossier City,  Louisiana.
Both  locations  anticipate  opening in the second  quarter of 2003. The Company
also has five market partners who are opening  Safescript  Pharmacies in various
locations throughout the United States.

Results of Operations


         Comparison of Three Months Ended March 31,2002 and March 31, 2003.

Revenues.  For the three  months  ended March 31,  2003,  the Company  generated
revenues of $1,113,430 as compared to an increase of $442,083 or 61% revenues in
the same  period  of 2002 of  $721,347.  The  resulting  revenue  from  pharmacy
operations  in the three months  ended March 31, 2003 was from the  operation of
the Longview and Tyler pharmacies only.  Subsequent to the end of the period the
Company has opened one  additional  unit in Texarkana,  Texas and has additional
units opening in Shreveport  and Bossier City,  Louisiana on  Additionally,  the
Company has enrolled many additional  physicians on the system. This development
should result in significant  revenue  increases from ongoing  operations in the
second, third and fourth quarters of 2003.



<PAGE>

         Costs and Expenses. Costs and expenses for the three months ended March
31 2003.  increased by $527,386 or 52% to  $1,553,932  as compared to $1,026,546
for the  corresponding  period of 2002.  This  increase was primarily due to the
increase in  research  and  development  and other  general  and  administrative
expenses  associated  with the development of the SafeMed Systems and Safescript
Pharmacies model.

         Net Profit and Loss.  The Company had a net profit for the three months
ended March 31,  2003 of  $1,075,493  compared  to net loss of $660,313  for the
corresponding  three months of 2002.  The  increase in net profit was  primarily
associated  with the  reacquisition  of  600,000  shares of common  stock by the
Company  in  a  negotiated  settlement   transaction  with  three  non-affiliate
shareholders.


Liquidity and Capital Resources

The Company is  currently  operating  out of cash flow from  operations  and the
collection  of it's notes and  accounts  receivables.  The  Company  may require
additional capital to increase the expansion rate of it's Safescript Pharmacies.
The Company  intends to obtain the  necessary  funds for operation by continuing
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,  factoring of trade accounts
receivables  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.

                           PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

         None

Item 3.  DEFAULTS UPON SENIOR SECURITIES.

         None

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

         At a shareholders  meeting held on April 5th 2003 in Dallas Texas,  the
following  resolutions  were  passed  by a vote  of the  shareholders:

         (a)      The  appointment of the following to serve as directors  until
                  the  next  annual  meeting:  Stanley  L.  Swanson,  Curtis  A.
                  Swanson, John Romer, Larry Gilliam, Curtis Borman


         (b)      The  ratification  of the appointment of the Heard McElroy and
                  Vestal, LLP to serve as the company's independent auditors for
                  the years ended December 31, 2002 and December 31, 2003.



Item 5.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Current Reports on Form 8-K:

         The Company filed the following  reports on Form 8-K during the quarter
         ended March 31, 2003.

         None


<PAGE>
                                   SIGNATURES


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


                                   RTIN Holdings, Inc.
                                   (Registrant)

Date:    May 20, 2003              By: /s/ Stanley L. Swanson
                                   Stanley L. Swanson, Chief Executive Officer
                                   (Duly Authorized Signatory)

Date:    May 20, 2003              By: /s/ Curtis A. Swanson
                                   Curtis A. Swanson, President, Chief Operating
                                      Officer and Senior Accounting Officer
                                   (Duly Authorized Signatory)


<PAGE>

                                 CERTIFICATIONS


         I,  Stanley  L.  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:    May 27, 2003

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

<PAGE>

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

         1. I have  reviewed  this  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:    May 27, 2003

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