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 September 30, 2002
                                               ------------------

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

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

                        Commission file number 001-13559
                                               ---------

                               RTIN Holdings, Inc.
                               -------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            Texas                                          75-2337102
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization

                      3218 Page Rd., Longview, Texas 75605
                    (Address of Principal Executive Offices)

                                 (903) 295-6800
                (Issuer's Telephone Number, Including Area Code)

Number of shares outstanding of each of the issuer's classes of common stock, as
of October 18th, 2002 was 5,918,055 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, 2001 and
        September 30, 2002..................................................F-1

        Condensed Statements of Continuing Operations for Nine Month Periods
         Ended September 30, 2001 and September 30, 2002  ..................F-3

        Condensed Statements of Continuing Operations for Three Month Periods
         Ended September 30, 2001 and September 30, 2002....................F-4

        Consolidated Statement of Stockholders' Equity
         as of September 30, 2002...........................................F-5

        Condensed Statements of Cash Flows for the Three Month
        Periods Ended June 30, 2001 and June 30, 2002.......................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 6. Exhibits and Reports on Form 8-K.....................................21
        --------------------------------

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










<PAGE>

Item  1.  FINANCIAL STATEMENTS
















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


















 <PAGE>

                              RTIN Holdings, Inc.

                              Financial Statements


                            As of September 30, 2002


                                    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, 2001 and
                   Nine-Month Period Ended September 30, 2002

                                     ASSETS

Current Assets                          September 30, 2002        December 31, 2001
                                            (unaudited)
<S>                                     <C>                      <C>
Cash                                    $            6,014       $            8,355
Inventory                                           42,406                    6,505
Accounts Receivable                                 84,224                        0
Notes Receivable                                 3,558,000                        0
                                        ------------------       ------------------
Total Current Assets                    $        3,690,643       $           14,860


Property & Equipment, at cost

Fixtures & Equipment                    $          272,507       $          794,522
Vehicles                                            30,074                   29,950
Buildings & Leasehold Improvements                  10,297                2,425,651
Accumulated Depreciation                          (139,856)                (876,358)
                                        ------------------       ------------------

Net Property & Equipment                $          173,022       $        2,373,765


Other Assets
Deposits                                $           12,970       $                0
Cost of Technology                                 820,803                  358,753
Research & Development                             323,904                        0
                                        ------------------       ------------------

Total Other Assets                      $        1,157,677       $          358,753


Total Assets                            $        5,021,343       $        2,747,378
</TABLE>



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

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

                              Liabilities & Equity

Current Liabilities                          September 30, 2002     December 31, 2001
                                                 (unaudited)
<S>                                          <C>                    <C>
Cash Overdrafts                              $           42,721     $           14,539
Accounts Payable                                        587,381                317,056
Accrued Expenses & Other Liabilities                    545,950              1,139,170
Current Portion Notes Payable                           243,220              2,159,641
                                             ------------------     ------------------

Total Current Liabilities                    $        1,419,272     $        3,630,406


Long Term Liabilities                        $          325,000     $                0

Deferred Liabilities                         $                0     $           48,958

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

Total Liabilities                            $        1,744,272     $        5,675,665


Stockholder's Equity (Deficit)

Common Stock                                 $           58,961     $           10,291
Series A Preferred Stock                              1,996,301                      0
Additional Paid in Capital                           15,592,861             14,532,483
Treasury Stock                                         (868,002)              (868,002)
Retained Earnings - Prior                           (16,603,059)           (16,603,059)
Retained Earnings - Current                           3,100,010                      0
                                             ------------------     ------------------

Total Shareholder's Equity                   $        3,277,071     ($       2,928,287)


Total Liabilities & Stockholder's Equity     $        5,021,343     $        2,747,378

</TABLE>



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

                               RTIN Holdings, Inc.
                           Condensed Income Statements
                        For The Nine Month Periods Ended
                    September 30, 2001 and September 30, 2002
                                   (unaudited)

                             Statement of Operations

                                                         9 Months Ended        9 Months Ended
Revenue                                              September 30, 2002    September 30, 2001

<S>                                                  <C>                   <C>
Income - License Fees                                $        5,799,000    $                0
Revenue Write Down                                           (1,500,000)
Income - Rental                                                  48,228               503,913
Income - Pharmacy                                               351,637                     0
Income - Restaurant                                                   0               217,347
                                                     ------------------    ------------------

Total Revenue                                        $        4,698,865    $          721,347


Operating Costs & Expenses

Cost of Sales                                        $          147,919    $          634,940
General & Administrative Expenses                             1,258,498               324,106
Depreciation & Amortization                                     224,100                67,500
                                                     ------------------    ------------------


Total Operating Costs & Expenses                     $        1,630,517    $        1,026,546


Non Operating Income (Expense)
Other Income                                                     62,157                     0
Interest Expense                                               (268,225)             (139,102)
Discontinued Operations                                        (107,925)             (216,007)
Gain on sale of Assets                                          345,655                     0
                                                     ------------------    ------------------

Total Non Operating Income
(Expense)                                           ($           31,662)   ($         355,109)

Income Before Income Taxes                           $        3,100,010    ($         660,313)


Income Tax Benefit                                   $                0    $                0

Net Gain                                             $        3,100,010    ($         660,313)

Earnings Per Share
(Fully Diluted)                                      $              .34    ($             .01)
</TABLE>


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

                               RTIN Holdings, Inc.
                           Condensed Income Statements
                        For The Three Month Periods Ended
                    September 30, 2001 and September 30, 2002
                                   (unaudited)

                             Statement of Operations

                                                         3 Months Ended            3 Months Ended
Revenue                                              September 30, 2002        September 30, 2001
<S>                                                  <C>                       <C>
Income - License Fees                                $           20,000        $                0
Income - Rental                                                       0                   139,521
Income - Pharmacy                                               244,087                         0
Income - Restaurant                                                   0                    95,478
                                                     ------------------        ------------------

Total Revenue                                        $          264,087        $          234,999


Operating Costs & Expenses

Cost of Sales                                                    81,633                   150,844
General & Administrative Expenses                               346,711                   152,787
Depreciation & Amortization                                      85,050                    22,500
                                                     ------------------        ------------------


Total Operating Costs & Expenses                     $          513,394        $          326,131


Non Operating Income (Expense)
Other Income                                                    501,242                         0
Interest Expense                                                (68,500)                  (46,150)
                                                     ------------------        ------------------

Total Non Operating Income (Expense)                 $          432,742        ($          46,150)

Income Before Income Taxes                           $          183,435        ($        137,282)


Income Tax Benefit                                   $                0        $                0

Net Gain (Loss)                                      $          183,435        ($        137,282)

Earnings Per Share
(Fully Diluted)                                      $              .02        ($            .00)
</TABLE>


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

                               RTIN HOLDINGS, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

               FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002


                                                                                                                      Total
                                      Common Stock                  Additional                                    Stockholders'
                                     ---------------------------      Paid-In       Retained        Treasury          Equity
                                        Shares         Amount         Capital       (Deficit)         Stock         (Deficit)
                                     ------------   ------------   ------------   ------------    ------------    ------------
<S>                                     <C>         <C>            <C>            <C>             <C>             <C>
Balance, January 1, 2002                1,029,082   $     10,291   $ 14,532,483   $(16,603,059)   $   (868,002)   $ (2,928,287)

 Shares Issued to Law Firm
  for Legal Services                      120,103          1,201        120,351           --              --           121,552

 Shares Issued to Debenture
  Holders for Interest                     73,533            735        281,397           --              --           282,132

 Sales of Common Stock                  1,925,800         19,258        470,742           --              --           490,000

 Conversion of Debentures to
  Series A Preferred                         --             --        1,996,900           --              --         1,996,900

 Common stock issued pursuant to
  conversion of Series C Preferred      2,698,541         26,985         83,015           --              --           110,000

 Stock issued in exchange for
  professional services                    48,996            490        104,274           --              --           104,764

  Net Profit                                 --             --             --        3,100,010            --         3,100,010
                                     ------------   ------------   ------------   ------------    ------------    ------------

 Balance, September 30, 2002            5,896,055   $     58,960   $ 17,589,162   $(13,503,049)   $   (868,002)   $  3,277,071
                                     ============   ============   ============   ============    ============    ============
</TABLE>







                                      F-5
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.
                             STATEMENTS OF CASH FLOW
                        For The Nine Month Periods Ended
                    September 30, 2001 and September 30, 2002
                                   (unaudited)


                                                                  September 30, 2002    September 30, 2001
                                                                  ------------------    ------------------
<S>                                                               <C>                   <C>

Cash Flows From Operating Activities
      Net Profit (Loss)                                                  $ 3,100,010          ($  623,313)
      Adjustments to Reconcile Net Loss to Net Cash Used by
         Operating Activities
           Depreciation & Amortization                                       224,100               67,500
           Stock for Services                                                229,316                    0
      Changes in Operating Assets and Liabilities
           Decrease (Increase) in Inventories                                (35,901)                 646
           Increase (decrease) in Accounts Receivable                         84,224                    0
           Decrease in Marketable Securities                                       0               24,140
           Increase (Decrease) in Accounts Payable                           326,689             (169,223)
           (Decrease) in notes due related parties                                 0              (47,500)
           Increase in Deposits                                               12,970                    0
           (Increase) Decrease in Note Receivable                         (3,558,000)                   0
           Increase in Research & Development                                323,904                    0
           Increase (Decrease) in Accrued Expenses & Other Liabilities      (527,220)            (194,307)
                   Net Cash Used in Operating Activities                  (2,919,918)         ($  979,057)

Cash Flows From Investing Activities
           Purchase of Property & Equipment                              ($   84,630)         $         0
           Purchase of Rights to Software                                   (462,050)                   0
           Payment in connection with current acquisitions                         0               55,000
           Proceeds from Sale of Property & Equipment                         25,000                    0
           Change in assets of discontinued operations                             0               84,607

                   Net Cash Used in Investing Activities                 ($  521,680)         $   139,607

Cash Flows From Financing Activities
            Change in Long term Debt                                        (512,000)              50,000

           Decrease in Cash Overdrafts                                       (28,182)                   0
            Change in Contributed Capital                                   (463,737)             493,250
           Change in Convertible Debentures                              ($1,999,301)         ($1,996,301)
           Change in Common Stock                                          1,109,047              131,833
           Change in Series A Preferred Stock                              1,999,920            1,999,920
           Change in Series B Preferred Stock                                      0              143,803
           Proceeds from issuance of Notes                                   233,500                    0
                   Net Cash Provided by Financing Activities             $   339,247          $   822,505

NET INCREASE (DECREASE) IN CASH                                          ($    2,341)         ($   16,945)

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

CASH AT END OF PERIOD                                                    $     6,014          $    42,188
</TABLE>


                                       F-6
<PAGE>

                               RTIN Holdings, Inc.
                 Notes to Interim Condensed Financial Statements
                        For The Nine Month Periods Ended
                    September 30, 2001 and September 30, 2002
                                   (unaudited)

Note 1.    Basis of Presentation

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

Note 2:  Organization and description of business

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

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

Note 3:  Basic summary of significant accounting procedures

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

         Sales and related costs are  recognized by the Company upon the sale of
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.

          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

                                      F-7
<PAGE>

outstanding during the period. On December 17, 2001 the Company initiated a 50:1
reverse  split of its common stock and all per share data is  reflective of this
split. Included in the EPS data are 1,465,680 shares of Series C Preferred stock
which were unconverted as of September 30, 2002 and 2,105,066 shares issuable to
Stanley L.  Swanson and Curtis A.  Swanson upon their option (See Note 8 Related
Party Transactions). The number of shares used to compute fully diluted earnings
per share for September 30, 2002 was 9,024,984.

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

Note 4:  Acquisition

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

         On December 5, 2001, RTIN,  Medex,  Pegasus,  Laurence Solow and Ann E.
Rau (Solow and Rau are referred to herein as the "Shareholders")  entered into a
Stock Purchase Agreement  ("Agreement").  The Agreement provided that RTIN would
issue  3,521,127  shares of its post split common stock to the  Shareholders  or
their designees in exchange for all of the issued and outstanding stock of Medex
and Pegasus.

         On  December  18,  2001,  the  Company  acquired  Medex and Pegasus for
3,521,127  shares  of the  Company's  common  stock  valued  at $4 per  share or
$14,084,508.

         On March 8, 2002, the Company,  Medex,  Pegasus, the Shareholders,  and
others entered into a Settlement and Separation  Agreement  which called for the
rescission of the transaction by the Company and the return of all shares issued
by the Company in connection  with the  acquisition.  Pursuant to the Settlement
the  Company  was to receive a  duplicate  of the  technology  used by Medex and
Pegasus  in their  business  model  along with an  exclusive  license to use all
intellectual  property of Medex and Pegasus in 153 CMSA's  throughout the United
States.  As of July 2002 the  Company  contends  that  Medex,  Pegasus,  and the
Shareholders have violated the terms of the Settlement and Separation  Agreement
by,  among other  things,  withholding  portions of the  technology,  which were
supposed to have been made available to the Company.  Additionally,  the Company

                                      F-8
<PAGE>

contends  there were material  misrepresentations  relating to the initial stock
acquisition. As such, the Company has initiated litigation against these parties
for damages.  The case is currently  pending in the U.S.  District Court for the
Eastern  District of Texas,  Marshall  Division,  File No. 202-CV159 styled RTIN
Holdings, Inc. v. MedEx Systems, Inc., et al.

Note 5:  Accrued expenses and other liabilities

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

                                          December 31, 2001   September 30, 2002
                                         ------------------   ------------------
                                                                  (unaudited)
Accrued Interest Payable                 $          803,415   $          159,363
Accrued Expenses                                     13,125               22,877
Property Taxes Payable                               20,469                    0
Accrued Payroll and Related Taxes                   278,423              363,710
Deposits Received on Stock Sales                    110,000                    0
Sales Taxes Payable                                   6,463                    0
                                         ------------------   ------------------

                                         $        1,231,895   $          545,950
                                         ==================   ==================

         Of the amount  represented in Accrued  Payroll,  the entire $363,710 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 as described in the ("Related  Party  Transactions" -
Note 8)

Note 6:  Notes payable
<TABLE>
<CAPTION>

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

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

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

Note payable to a stockholder, interest at 10%, due May 9,2002,
     Secured by assignment of investment in McConnell's Fine
     Ice Cream                                                                           50,000          --

Note payable to a corporation, interest at 8%                                           500,000          --

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

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

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


                                      F-9
<PAGE>

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                    --         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                          10,317        10,317

Note payable, monthly principle payments of $10,000, without interest (unsecured)          --          50,000
                                                                                    -----------   -----------

          Total Notes Payable                                                       $ 2,429,641   $   568,220
                                                                                    ===========   ===========
</TABLE>

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

Note 7:  Convertible Debentures

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

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

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

         On February 29 2000,  the Company  entered  into an  agreement to issue
convertible  debentures ("2000 Debentures") to accredited investors with a total
face  amount of  $690,000.  These 2000  Debentures  bear  interest at 8% and are
convertible into shares of common stock of the Company.  Because of the discount
in the  conversion  feature  of the 2000  Debentures,  a  Beneficial  Conversion
Feature was calculated by the Company in the amount of $174,000,  which has been
charged to interest expense in 2000.

         The 2000 Debentures were converted into 690,000 shares of the Company's
newly created Series A Preferred stock in 2002.

         In  connection  with the issuance of the  Convertible  Debentures,  the
Company  issued to the investor and the placement  agent warrants to purchase up
to an aggregate of 150,000 and 50,000  shares,  respectively,  of the  Company's
stock with an exercise price equal to 110% of the average  closing bid price for
the five trading days  immediately  preceding  the  agreement  date of $4.40 per
share.  These  warrants  are  exercisable  at any time  through May 2003.  These
warrants were valued on the date of issuance at $2.00 per warrant which resulted

                                      F-10
<PAGE>

in a  decrease  in the  carrying  value  of  the  Convertible  Debentures  and a
corresponding  increase in  stockholder's  equity of $40,000.  This  discount is
being  accreted  into  interest  expense  over  the life of the  debentures,  as
adjusted for conversions to common stock.

Note 8:  Related party transactions

         On December 6, 2001,  the Company  entered  into  executive  employment
agreements with Stan Swanson (the Company's Chief Executive  Officer) and Curtis
Swanson (the Company's  Chief  Operating  Officer).  The  employment  agreements
provide for initial  terms of four years with  automatic  extensions of one-year
periods unless notice of  non-extension  is given by either party 30 days before
expiration.  The agreements provide for total base salaries of $385,000 in 2002,
$440,000  in 2003,  $490,000  in  2004,  and  $570,000  in 2005  plus  incentive
compensation of one and one half percent (1.5%) each of the adjusted net profits
of the  Company,  as defined,  plus  automobile  allowances  and life and health
insurance  coverage.  In the event of termination  without cause, the executives
are entitled to two hundred  percent  (200%) of the  executives'  base salary in
effect  on the  date of  termination  plus two  hundred  percent  (200%)  of the
executives'  incentive  compensation for the fiscal year in which employment was
terminated.  The  executives  are also entitled to options to acquire a total of
125,000  shares each of RTIN's common stock at $4.00 per share.  The options are
exercisable  as follows:  40,000 shares each on December 5, 2002,  40,000 shares
each on December  5, 2003 and 45,000 each on December 5, 2004 if still  employed
by the Company's exercise dates.

         On May 6, 2002 the  Company  issued a right to  Stanley  L.  Swanson to
convert his accrued salary through March 31, 2002 in the amount of $177,177 into
1,107,356  shares of common  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,  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 Messrs.  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 9:  Stockholders' equity (deficit)

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

                                      F-11

<PAGE>

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

         As of  September  30, 2002 the Company had  5,896,055  shares of Common
Stock  outstanding  and an  additional  1,465,680  shares of Common  Stock to be
issued upon the conversion of the Series C Preferred Stock on or before November
28, 2002.

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

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

         The  Company  also  has  outstanding   1,465,680  shares  of  Series  C
Convertible Preferred stock, which remained as of September 30, 2002 and 703,332
which  remained as of the date of this report.  These shares are included in the
earnings  per share  (EPS) as they are  convertible  one to one  (1:1)  into the
common  stock  of  the  Company  and  the  Company  anticipates  that  all  such
conversions  will take place prior to November 28, 2002.  The Series C Preferred
stock carries no other preferences and has no voting rights.

Note 10:  Commitments and Contingencies

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

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

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


                                      F-12
<PAGE>

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

         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 11:  Sale of territories

         Over the  course  of the  first  nine  months  of the year the  Company
entered  into  license  agreements  with  RxSystems,  Inc.,  RxConcepts,   Inc.,
Safescript  Pharmacies of Arizona,  Inc., and Safescript Pharmacies of Kentucky,
Inc.  These  license  agreements  resulted  in  revenue  of  $4,279,000  (net of
$1,500,000 revenue write down) for the period.  The ongoing revenue,  which will
be realized by the Company in association  with these license  agreements,  is a
one-time fee of $20,000 per pharmacy and 4% of gross revenue.

         The license  revenue  received  from  RxSystems,  Inc.  consisted  of a
$500,000 promissory note and $4,500,000 in the unregistered equity securities by
RxSystems,  Inc. The Company  recognized  impairment  to earnings of  $4,500,000
relating to the  unregistered  securities  as not  immediately  marketable.  The
Company  restructured its transaction with RxSystems,  Inc. reducing the overall
purchase  price of its territory from  $5,000,000 to $3,500,000,  increasing the
promissory  note to  $3,405,000  and  eliminating  the issuance of  unregistered
securities.  The  Company  has granted  RxSystems,  Inc.  the option to sell its
Southern  California  territory to  Safescript  Pharmacies,  Inc. of Arizona for
$1,500,000 cash provided that 100% of the proceeds from this sale are to be paid
to the Company and applied against the note payable due from RxSystems, Inc.

         RxConcepts, Inc. and Safescript Pharmacies of Arizona, Inc. have opened
their initial locations.  RxConcepts,  Inc. opened its first Safescript Pharmacy
location in Denver,  Colorado and Safescript  Pharmacies of Arizona, Inc. opened
their first pharmacy in Tucson,  Arizona.  Safescript Pharmacies of Kentucky has
scheduled their initial pharmacy opening for Huntington,  West Virginia prior to
the end of the year. RxSystems, Inc. has targeted San Francisco,  California for
its  initial  opening but has not  scheduled  an opening  date of their  initial
location as of the date of this report.

         On May 14,  2002 the  Company  entered  into an  agreement  to sell the
Huntington, West Virginia, Owensboro, Kentucky,  Clarksville,  Jacksonville, and
Chattanooga,  Tennessee, Safescript Pharmacy license to Safescript Pharmacies of
Kentucky,  Inc. for $198,000.  The entire  purchase price for this territory has
been paid as of the date of this report.  In addition the  agreements  calls for
the payment of $20,000 for each Safescript Pharmacy opened and 4% of gross sales
on an ongoing basis.

         On May 17,  2002 the  Company  entered  into an  agreement  to sell the
Denver,  Colorado Safescript Pharmacy license to RxConcepts,  Inc. for $330,000.
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.

                                      F-13
<PAGE>

         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  prior to the
execution of the agreement and $235,000 in monthly  installments  of $23,500.00.
As of the date of this report the  licensee has paid all but $40,500 of the note
payable with the balance falling due in two  installments of $20,250 on March 1,
2003 and April 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.

Note 12:  Subsequent events

         On July 28, 2002 the Company  entered into an agreement with Mid-States
Pharmacies, Inc. to sell the licensing rights to Arkansas,  Oklahoma,  Illinois,
Iowa,  Nebraska,  Kansas, and Missouri for $774,000 in cash payable on or before
August 8, 2002. In addition to the up front  licensing fee the Company will also
receive  $20,000 for each  pharmacy  opened in these  territories  by Mid-States
Pharmacies,  Inc. as well as 4% of gross  revenue from each  pharmacy  location.
Subsequent to August 8, 2002, the Company  granted an extension  until September
15, 2002 for Mid-America Pharmacies, Inc. to fulfill its obligations pursuant to
the  licensing  agreement.  As of the date of this report no agreement  has been
finalized  with  respect  to  the  purchase  of  this  territory  by  Mid-States
Pharmacies,  Inc. The Company is still in  negotiations  with the  principals of
Mid-States  Pharmacies,  Inc. and is working to close the transaction before the
end of the fiscal year 2002.

         The Company  subsequently  entered  into an  expansion  agreement  with
Safescript Pharmacies of Kentucky,  Inc. on October 28, 2002 for the purchase of
additional  markets  within  Kentucky  and  West  Virginia  as  well  as all the
Company's  CMSA markets  within Ohio,  Indiana,  and  Michigan.  This  expansion
agreement will result in an additional  $957,000  license fee sale in the fourth
quarter of 2002.











                                      F-14
<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, 2001.

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
and a third pharmacy location opening in Texarkana,  Texas on November 18, 2002.
The Company also has five market partners who are opening Safescript  Pharmacies
in various locations throughout the United States.

Results of Operations

         Comparison  of Nine Months Ended  September  30, 2001 and September 30,
2002

         Revenues.  For the nine months ended  September  30, 2002,  the Company
generated revenues of $4,698,865  compared to revenues of continued locations in
the same period of 2001 of $721,347.  The increase in revenue is due to the sale
of the  license  rights  to the  Safescript  Pharmacy  model to  various  market
partners  throughout  the  United  States.  These  sales  include  all  but  two
territories  remaining  for sale in the  United  States  and  thus  the  revenue
generated from territory sales is anticipated to decline in the future. However,
management believes that the revenue which will be generated through the license
fees  charged on a per store basis and the revenue  from the 4% of gross  sales,
which is charged to each  licensee for support,  will  eventually  offset if not
exceed the license fee revenue.

         Costs  and  Expenses.  Costs and  expenses  for the nine  months  ended
September  30, 2002  increased by $603,971 or 59% to  $1,630,517  as compared to
$1,026,546 for the  corresponding  period of 2001.  This increase was due to the

<PAGE>

increase in research and development  cost and other general and  administrative
expense  associated  with the development of the Safe Med Systems and Safescript
Pharmacy models.

         Net Profit and Loss. The Company had a net profit for the nine months
ended September 30, 2002 of $3,100,010 compared to net loss of $660,313 for the
corresponding nine months of 2001.

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

         Revenues.  For the three months ended  September 30, 2002,  the Company
generated  revenues of $264,087  compared to revenues in the same period of 2001
of $234,999.  The resulting revenue from pharmacy operations in the three months
ended  September 30, 2002 was from the  operation of the Longview  pharmacy only
and with the initial BETA doctors enrolled in the system.  Subsequent to the end
of the period the Company has opened one additional unit in Tyler, Texas and has
an  additional   unit  opening  in  Texarkana,   Texas  on  November  18,  2002.
Additionally, the Company has enrolled many additional physicians on the system.
This  development  should result in significant  revenue  increases from ongoing
operations in the fourth quarter of 2002 and forward.

         Costs and  Expenses.  Costs and  expenses  for the three  months  ended
September  30,  2002  increased  by  $187,263  or 57% to $513,394 as compared to
$326,131 for the corresponding period of 2001.

         Net Profit and Loss.  The Company had a net profit for the three months
ended  September  30, 2002 of $183,435  compared to net loss of $137,282 for the
corresponding three months of 2001.

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

Liquidity and Capital Resources

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

Item 3.  CONTROLS AND PROCEDURES

         The Chief  Executive  Officer  and the  Chief  Financial  Officer  have
reviewed the disclosure  controls and procedures  relating to the Company within
the 90  days  preceding  this  report  and  concluded  that  such  controls  and
procedures are effective to make known to us all material  information about the
financial and operational  activities of the Company. There were no deficiencies
identified in such controls or procedures and there have been no changes in such
controls and procedures  since our evaluation  that could  significantly  affect
their effectiveness.

<PAGE>

                           PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

         During the first nine  months of 2002 the Company  converted  2,698,541
shares of its Series C Preferred  stock to  2,691,541  shares of Common Stock of
the Company. The shares of common stock were issued to the holders of the Series
C Preferred  stock  pursuant to an exemption  from  registration  under  Section
3(a)(9) of the Securities Act of 1933 relating to securities  issued in exchange
for  existing  securities.  No  commission  or  compensation  was  paid or given
directly or indirectly to any person for soliciting such exchange.

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:

                  Exhibit No.                      Description

                  2.1      Agreement  of  Merger,   dated  September  28,  1995,
                           between  Fresh'n Lite,  Inc, a Delaware  corporation,
                           and F'NL, Inc., a Texas corporation  (incorporated by
                           reference  to the  Amendment  1 Form 10-SB filed with
                           the  Securities  and Exchange  Commission on June 25,
                           1998.)

                  2.2      Stock  Purchase  Agreement  dated  December  6,  2001
                           between Restaurant Teams  International,  Inc., MedEx
                           Systems, Inc., Pegasus Pharmacy, Inc., Laurence Solow
                           and Ann E. Rau.  (incorporated  by  reference  to the
                           Form 8-K  filed  with  the  Securities  and  Exchange
                           Commission on December 13, 2001.)

                  2.3      Settlement  and Separation  Agreement  dated March 8,
                           2001,  between RTIN  Holdings,  Inc.,  MedEx Systems,
                           Inc., Pegasus Pharmacy,  Inc., Laurence Solow, Ann E.
                           Rau, Curtis Swanson, Stanley Swanson, ITIS, Inc., and
                           Hunter Carr  (incorporated  by  reference to the Form
                           8-K filed with the Securities and Exchange Commission
                           on March 12, 2002.)

                  3.1      First Amended and Restated  Articles of Incorporation
                           (incorporated  by reference to Form 10-KSB filed with
                           the  Securities  and  Exchange  Commission  on May 9,
                           2002.

                  3.2      Certificate  of  Correction  to the First Amended and
                           Restated  Articles of Incorporation  (incorporated by
                           reference  to Form 10-KSB  filed with the  Securities
                           and Exchange Commission on May 9, 2002)

                  3.3      Bylaws  of  RTIN  Holdings,   Inc.  (incorporated  by
                           reference to the Form 10-SB filed with the Securities
                           and Exchange Commission on November 10, 1997.)

                  4.1      Description  of the  Common  Stock,  $.01  par  value
                           (incorporated  by  reference  to the Form 10-SB filed
                           with  the  Securities  and  Exchange   Commission  on
                           November 10, 1997.)

                  4.2      Warrant  Agreement  (incorporated by reference to the
                           Form 10-KSB  filed with the  Securities  and Exchange
                           Commission on February 28, 1997.)

<PAGE>

                  10.1     1997  Incentive  Stock Option Plan  (incorporated  by
                           reference  to the  Amendment  1 Form 10-SB filed with
                           the  Securities  and Exchange  Commission on June 25,
                           1998.)

                  10.2     Employment  contract between RTIN Holdings,  Inc. and
                           Stanley L. Swanson (incorporated by reference to Form
                           10-KSB  filed  with  the   Securities   and  Exchange
                           Commission on May 9, 2002)

                  10.3     Employment  contract between RTIN Holdings,  Inc. and
                           Curtis A. Swanson  (incorporated by reference to Form
                           10-KSB  filed  with  the   Securities   and  Exchange
                           Commission on May 9, 2002)

                  10.4     Market Share Beta Test  Agreement  with Letco Medical
                           Inc., dated April 9, 2002  (incorporated by reference
                           to Form 10-QSB filed with the Securities and Exchange
                           Commission on May 20, 2002)

                  10.5     License  of   Safescript   Technology  to  Safescript
                           Pharmacies  of  Kentucky,  Inc.,  dated May 14,  2002
                           (incorporated  by reference to Form 10-QSB filed with
                           the  Securities  and Exchange  Commission  on May 20,
                           2002)

                  10.6     License of Safescript Technology to RxConcepts, Inc.,
                           dated May 17, 2002 (incorporated by reference to Form
                           10-QSB  filed  with  the   Securities   and  Exchange
                           Commission on May 20, 2002)

                  10.7     License  of   Safescript   Technology  to  Safescript
                           Pharmacies  of  Arizona,  Inc.  dated  May  20,  2002
                           (incorporated  by reference to Form 10-QSB filed with
                           the  Securities  and Exchange  Commission  on May 20,
                           2002)



         (b)      Current Reports on Form 8-K:

         The Company filed a current  report on Form 8-K on August 20, 2002, and
         an amended current report on Form 8-KA on August 28, 2002 reporting the
         change in accountants under Item 4 of such reports.


<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: November 14, 2002                    By: /s/ Stanley L. Swanson
                                              ----------------------------------
                                              Stanley L. Swanson,
                                              Chief Executive Officer
                                              (Duly Authorized Signatory)

Date: November 14, 2002                    By: /s/ Curtis A. Swanson
                                              ----------------------------------
                                              Curtis A. Swanson,
                                              President, Chief Operating Officer
                                              Senior Financial Officer and
                                              Senior Accounting Officer
                                              (Duly Authorized Signatory)


<PAGE>

                                 CERTIFICATIONS
                                 --------------

         I, Stanley L. Swanson, 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:    November 14, 2002

/s/ Stanley L. Swanson
------------------------------
Name: Stanley L. Swanson
Title: Chief Executive Officer

<PAGE>

         I, Curtis A. Swanson, 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:  November 14, 2002
/s/   Curtis A. Swanson
------------------------------
Name: Curtis A. Swanson
Title: 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  September  30,2002,  as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Stanley
L. Swanson,  Chief  Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

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

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



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




Stanley L. Swanson
Chief Executive Officer
November 14, 2002

<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  September  30,  2002,  as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Curtis
A. Swanson,  Chief  Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

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

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



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



Curtis A. Swanson
Chief Financial Officer
November 14, 2002