SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

                For the quarterly period ended September 30, 2003
                                               ------------------

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

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

                        Commission file number 001-13559


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

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

911 W. Loop 281, Suite 408  Longview, Texas                 75604
 (Address of principal executive offices)                (Zip Code)

                    Issuer's telephone number (903) 295-6800


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No[ ]


Number of shares outstanding of each of the issuer's classes of common stock, as
of November 13, 2003 was 24,991,397 shares of common stock, par value $.01.


<PAGE>

                               RTIN HOLDINGS, INC.


                                                                        Page No.
                                                                        --------

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

Item 1.  Financial Statements...........................................
         --------------------

         Condensed Balance Sheets as of December 31, 2002 and
          September 30, 2003.............................................   1

         Condensed Statements of Operations for Three Month Periods
          Ended September 30, 2002 and September 30, 2003  .............    2

         Condensed Statements of Operations for Nine Month Periods
          Ended September 30, 2002 and September 30, 2003  .............    3

         Condensed Statements of Cash Flow for the Nine Month Periods
          Ended September 30, 2002 and September 30, 2003...............    4

         Notes to Interim Condensed Financial Statements ...............    6

Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations..................   7
          ---------------------------------------------


PART II  OTHER INFORMATION..............................................   17

Item 2.  Changes in Securities..........................................   17
         ---------------------

Item 4.  Submission of Matters to a Vote of Security Holders............   17
         ---------------------------------------------------

Item 6.  Exhibits and Reports on Form 8-K...............................   18
         --------------------------------

Signatures..............................................................   19











<PAGE>

Item  1.  FINANCIAL STATEMENTS











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



<PAGE>
<TABLE>
<CAPTION>

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

                                     ASSETS

Current Assets                           September 30, 2003      December 31, 2002
<S>                                      <C>                     <C>

Certificate of Deposit                              640,000                924,000
Cash                                                528,379                 80,763
Inventory                                         1,613,956                187,223
Accounts Receivable                               1,577,047                126,466
Note Receivable - Current Portion                 1,423,317              1,309,021
Marketable Securities                             2,000,000                      0
Prepaid Expense                                       9,606                      0
Interest Income Acc                                  89,539                      0
                                                -----------            -----------
Total Current Assets                              7,881,845              2,627,473


Property & Equipment, at cost

Fixtures & Equipment                              1,113,776                 75,812
Vehicles                                              5,937                      0
Buildings & Leasehold Improvements                  131,493                  9,843
Accumulated Depreciation                           (369,104)               (16,086)
                                                -----------            -----------

Net Property & Equipment                            882,102                 69,519

Notes Receivable Less Current Portion               986,000              2,986,000
Non Marketable Securities                           341,376                      0
Allowance on Asset Impairment                      (300,000)                     0
Territories for Sale                              8,726,245                      0
Patents on Med Tech                                 500,000                      0
Accumulated Amortization                           (555,363)                     0
Deposits                                             86,260                  1,970
Cost of Technology                                  780,803              1,130,963
Research & Development                              572,259                      0
                                                -----------            -----------

Total Other Assets                               11,139,580              4,118,933

Total Assets                                     19,903,528              6,815,975
</TABLE>


                                       1
<PAGE>
<TABLE>
<CAPTION>

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

                              Liabilities & Equity

Current Liabilities                         September 30, 2003        December 31, 2002
<S>                                         <C>                       <C>

Accounts Payable                                     2,653,729                  532,392
Accrued Expenses & Other Liabilities                 1,058,052                  821,842
Current Portion Notes Payable                          705,985                  579,234
Current Cap Lease Obligation                           145,350                        0
                                                   -----------              -----------

Total Current Liabilities                            4,563,116                1,933,468

Note Payable                                         1,072,568                        0
Cap Lease Obligations                                   53,156                        0
Deferred Rent                                            9,658                        0

Deferred Liabilities                                     9,658                        0


Total Long Term Liabilities                          1,135,382                        0

Total Liabilities                                    5,698,498                1,933,468


Stockholder's Equity (Deficit)
Common Stock                                           249,889                   98,185
Series A Preferred Stock                                     0                1,996,301
Additional Paid in Capital                          25,955,323               16,090,847
Retained Earnings - Prior                          (12,434,824)                       0
Retained Earnings - Current                          1,302,644              (12,434,824)
                                                                            -----------
Less 197,162 Treasury Shares @ Cost                   (868,002)                (868,002)
                                                   -----------              -----------
Total Shareholder's Equity                          14,205,030                4,882,507

Total Liabilities & Stockholder's Equity            19,903,528                6,815,975
</TABLE>




                                       2
<PAGE>
<TABLE>
<CAPTION>

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

                                                3 Months Ended        3 Months Ended
Revenue                                     September 30, 2003    September 30, 2002
<S>                                         <C>                   <C>
Income - License Fees                                  891,667                20,000
Income - Royalty                                        27,690                     0
Income - Pharmacy                                    4,757,013               244,087
                                                    ----------            ----------
Total Revenue                                        5,676,370               264,087

Operating Costs & Expenses

Cost of Sales                                        3,167,902                81,633
General & Administrative Expenses                    1,391,092               346,711
Depreciation & Amortization                            162,550                85,050
                                                    ----------            ----------
Total Operating Costs & Expenses                     4,721,544               513,394

Non Operating (Income) Expense
Other Income                                           (41,748)             (501,242)
Interest Expense                                        82,304                68,500
Gain on Sale of Assets                                       0                     0
Interest Income                                              0                     0
Discontinued Operations                                      0                     0
Asset Impairment                                       726,000                     0
Gain on Asset Impairment                                     0                     0
                                                    ----------            ----------

Total Non Operating (Income) Expense                   766,556              (432,742)

Income Before Income Taxes                             188,270               183,435


Income Tax Benefit                                           0                     0

Net Gain (Loss)                                        188,270               183,435

Earnings Per Share
Weighted Average Outstanding                        $      .01            $      .02
</TABLE>



                                       3
<PAGE>

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

                             Statement of Operations

                                         9 Months Ended          9 Months Ended
Revenue                              September 30, 2003      September 30, 2002

Income - License Fees                         1,491,667            $ 5,799,000
Income - Rental                                       0            $    48,228
Income - Pharmacy                             7,942,765            $   351,637
Income - Royalty                                 47,994                      0
                                            -----------            -----------

Total Revenue                                 9,492,577            $ 6,198,865

Operating Costs & Expenses

Cost of Sales                                 5,249,953            $   147,919
General & Administrative Expenses             2,995,725            $ 1,258,498
Depreciation & Amortization                     394,593            $   224,100
                                            -----------            -----------

Total Operating Costs and Expenses            8,640,271            $ 1,630,517

Non Operating (Income) Expense
Other Income-Stock Requisition               (1,398,000)                     0
Asset Impairment                              1,026,000              1,500,000
Other Income                                    (48,875)           ($   62,157)
Interest Income                                (133,129)                     0
Interest Expense                                103,666            $   268,225
Discontinued Operations                               0            $   107,925
Gain on sale of Assets                                0            ($  345,655)
                                            -----------            -----------

Total Non Operating (Income) Expense           (450,338)           $ 1,468,338

Income Before Income Taxes                  $ 1,302,644            $ 3,100,010

Income Tax Benefit                                    0                      0

Net Gain                                    $ 1,302,644            $ 3,100,010

Earnings Per Share
Weighted Average Outstanding                $       .08            $       .34




                                       4
<PAGE>
<TABLE>
<CAPTION>

                               RTIN HOLDINGS, INC.
                             STATEMENTS OF CASH FLOW
                        For The Nine Month Periods Ended
                    September 30, 2002 and September 30, 2003

                                                                         September 30, 2003       September 30, 2002
<S>                                                                            <C>                      <C>
Cash Flows From Operating Activities
      Net Profit (Loss)                                                        $  1,302,644             $  3,100,010
      Adjustments to Reconcile Net Loss to Net Cash Used by
         Operating Activities
           Depreciation & Amortization                                         $    917,039             $    224,100
           Stock for Services                                                  $    119,340             $    229,316
      Changes in Operating Assets and Liabilities
           Decrease (Increase) in Inventories                                  ($ 1,426,733)            ($    35,901)
           (Increase) decrease in Accounts Receivable                          ($ 1,450,581)            $     84,224
           Increase (Decrease) in Accounts Payable                             $  2,121,337             $    326,689
           (Decrease) in notes due related parties                             ($   130,000)            $          0
            Increase in Deposits                                               ($    84,290)            $     12,970
            Increase in Prepaids                                               ($     9,606)                       0
           (Increase) in interest income accrual                               ($    89,539)            $          0
            Increase (Decrease) of asset impairment                            $    300,000             $          0
          (Increase) Decrease in Note Receivable                               $  1,885,704             ($ 3,558,000)
           Increase in Research & Development                                  ($   222,099)            $    323,904
           Increase (Decrease) in Accrued Expenses & Other Liabilities         $    444,374             ($   527,220)
                   Net Cash Used in Operating Activities                       $  2,374,948             ($ 2,919,918)

Cash Flows From Investing Activities
           Purchase of Property & Equipment                                    ($ 9,891,796)            ($    84,630)
           (Increase) in Marketable Securities                                 ($ 2,000,000)            $          0
            (Increase in Non-Marketable Securities                             ($   341,376)            $          0
           Purchase of Rights to Software                                      ($   500,000)            ($   462,050)
           Proceeds from Sale of Property & Equipment                                     0             $     25,000
           Change in assets of discontinued operations                         $          0

                   Net Cash Used in Investing Activities                       ($12,733,172)            ($   521,680)

Cash Flows From Financing Activities
           Change in Debt                                                      $  1,199,319             ($   512,000)
           Decrease in Cash Overdraft                                                     0             ($    28,182)
           Change in Contributed Capital                                                  0             ($   463,737)
                Change in Convertible Debentures                                          0             ($ 1,999,301)
           Change in Common Stock                                              $    151,704             $  1,109,047
           Change in Series A Preferred Stock                                  ($ 1,996,301)            $  1,996,920
            Additional Paid in Capital from Common Stock                       $  9,864,476             $          0
           Proceeds from issuance of Notes                                     $          0             $    233,500
                   Net Cash Provided by Financing Activities                   $  9,219,198             $    339,247

NET INCREASE (DECREASE) IN CASH                                                $    163,616             ($     2,341)
CASH  BEGINNING OF YEAR                                                        $  1,004,763             $      8,355
CASH AT END OF PERIOD                                                          $  1,168,379             $      6,014
</TABLE>



                                       5
<PAGE>

                               RTIN Holdings, Inc.
                 Notes to Interim Condensed Financial Statements
                        For The Nine Month Periods Ended
                    September 30, 2002 and September 30, 2003

Note 1.  Basis of Presentation

         The  condensed  financial  statements  of  RTIN  Holdings,   Inc.  (the
         "Company")  as of September  30, 2002 and  September 30, 2003 have been
         prepared by the Company,  pursuant to the rules and  regulations of the
         Securities and Exchange  Commission.  The information  furnished herein
         reflects all adjustments  (consisting of normal recurring  accruals and
         adjustments),  which are, in the opinion of  management;  necessary  to
         fairly state the operating results for the respective periods. However,
         these operating  results are not necessarily  indicative of the results
         expected for the full fiscal  year.  Certain  information  and footnote
         disclosures  normally included in annual financial  statements prepared
         in accordance with generally accepted  accounting  principals have been
         omitted  pursuant  to  such  rules  and  regulations.  These  condensed
         financial  statements  should be read in conjunction  with the notes to
         the financial statements contained in the Form 10-KSB A-2 filed July 7,
         2003. Company  management  believes that the disclosures are sufficient
         for interim financial reporting purposes.

Note 2:  Organization and description of business

         RTIN Holdings,  Inc. ("the Company"), a Texas Corporation.  The Company
         operations focus exclusively on the  pharmaceutical  sector through the
         operation of its four wholly owned  subsidiaries,  MedEx  Systems,  Inc
         ("MedEx"), Safe Med Systems, Inc. ("SafeMed"), Pegasus Pharmacies, Inc.
         ("Pegasus")  and  Safescript  Pharmacies,  Inc.  ("Safescript").   Both
         SafeMed and Safescript are Texas Corporations and MedEx and Pegasus are
         Louisiana corporations..

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

Note 3:  Basic summary of significant accounting procedures

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

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

         Per Share Data
         --------------

         Basic earnings (loss) per share (EPS) is computed by dividing income or
         loss available to common stockholders by the weighted average number of
         common shares outstanding.  Diluted EPS includes  potentially  dilutive
         common shares outstanding during the period.



                                       6
<PAGE>

         Stock-Based Compensation
         ------------------------

         The Company measures stock-based employee  compensation costs using the
         intrinsic  value  method  prescribed  by  Accounting  Principles  Board
         Opinion No. 25, "Accounting for Stock-Based  Compensation," and related
         interpretations.  Accordingly,  compensation cost for stock options and
         other stock-based employee awards is measured as the excess, if any, of
         the quoted  market price of the  Company's  common stock at the date of
         grant over the amount the employee must pay to acquire the stock.

         Use of Estimates
         ----------------

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities  at the date of the financial  statements  and the reported
         amounts  of  revenues  and  expenses  during the  reporting  period and
         disclosures of contingent assets and liabilities.  Actual results could
         differ from those estimated.

         Concentrations of Credit Risk
         -----------------------------

         The Company  places its cash in what it  believes  to be  credit-worthy
         financial institutions. Cash balances may exceed FDIC insured levels at
         times during the year. As of September 30, 2003,  $723,405 exceeded the
         FDIC  insured  limits  represented  by  balances  of  $179,922  for the
         Company's wholly owned subsidiary Safescript  Pharmacies,  Inc., $3,483
         for the Company and $540,000 in a certificate of deposit.

         The Company extends credit from time to time to others,  generally on a
         short-time basis, in regard to the sale of license territory areas. The
         Company  currently  has extended  credit to one company for the license
         rights  to  territory  on the west  coast of the  U.S.  Management  has
         reviewed the credit  worthiness of the major owner and investors of the
         Company  and  believes  that  the   concentration  of  credit  risk  is
         adequately  secured.  The  concentration of credit risk as of September
         30,  2003  has  been  reduced  from  $3,186,000  at  year  end  2002 to
         $1,097,929  through the payments  made to the Company by the west coast
         market partner and the conversion of $2,000,000 of the note  receivable
         to convertible Series A Preferred stock of the market partner.

Note 4:  Acquisition

         The Company  purchased  100% of the stock of Medex  Systems,  Inc.  and
         Pegasus Pharmacy,  Inc. on June 27, 2003. The acquisition was accounted
         for as a  purchase  as  required  by  FASB  #141.  RTIN  purchased  the
         companies under the following terms: 1) $1,256,000 cash and 2) issuance
         of 1,250,000  restricted  shares of its common stock. RTIN obtained the
         exclusive  rights  to  thirty-four   additional  territories  owned  by
         Medex/Pegasus  (these are in addition to the nine territories  obtained
         by the Company in its prior settlement  agreement with  MedEx/Pegasus).
         However,  seller has retained an interest in those  territories  and is
         entitled  to receive 75% of the gross  proceeds  from any sale of those
         territories  until he is paid  $5,300,000 at which time he will release
         his interest in those territories.  However, if purchaser does not sell
         any or enough territories to satisfy the $5,300,000 by the end of three
         years,  interest  will be paid on the  balance  at Wall  Street  prime;
         however,  that rate will not exceed 7% or be less than 5%. No principal




                                       7
<PAGE>

         payments are ever due unless the territories are sold.  Assets obtained
         were  approximately  $495,000 in  accounts  receivable  and  inventory,
         $400,000  in net fixed  assets  and  $5,900,000  (includes  liabilities
         assumed)  for the  territory,  patent  rights  for the  technology  and
         goodwill.

         In  conjunction  with  the  purchase  of  Medex/Pegasus,  RTIN  settled
         $2,040,000 of liabilities  assumed in the acquisition with the issuance
         of  1,045,000  restricted  shares  of common  stock.  The  Company  has
         guaranteed  that the  creditors who received this stock will receive at
         least $2.00 per share for it when it is sold.

         The Company has also agreed to settle  certain  liabilities  assumed in
         the  acquisition at $20,590 per month for  twenty-four  months with the
         balance of approximately $1,360,000 being paid at that time.

         Medex and Pegasus had revenues of approximately $6,800,000 for the year
         ending December 31, 2002 and revenues of  approximately  $4,373,582 for
         the  period  ending  June 30,  2003,  per  their  un-audited  financial
         statements.
































                                       8
<PAGE>


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

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

                                           3 Months Ended        3 Months Ended
Revenue                                September 30, 2003    September 30, 2002

Income - License Fees                            891,667                 20,000
Revenue Write Down                                     0
Income - Pharmacy                              4,757,013              2,098,105
Income  - Royalties                               27,690                      0
                                              ----------             ----------

Total Revenue                                  5,676,370              2,118,105

Operating Costs & Expenses

Cost of Sales                                  3,167,902              1,440,913
General & Administrative Expenses              1,391,092              1,287,967
Depreciation & Amortization                      162,550                115,614
                                              ----------             ----------


Total Operating Costs & Expenses               4,721,544              2,844,493

Non Operating (Income) Expense
Other Income                                     (41,748)              (501,242)
Interest Expense                                  82,304                 68,500
Other Expense                                          0               (120,638)
Asset Impairment
                                                 726,000                      0

Total Non Operating Income  (Expense)
                                                 766,556               (553,380)

Income Before Income Taxes                       188,270               (173,008)


Income Tax Benefit                                     0                      0

Net Gain (Loss)                                  188,270               (173,008)



                                       9
<PAGE>

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

                             Statement of Operations

                                         9 Months Ended          9 Months Ended
Revenue                              September 30, 2003      September 30, 2002

Income - License Fees                         1,491,667            $  6,800,174
Income - Rental                                       0            $     48,228
Income - Pharmacy                             7,952,917            $  4,358,010
Income - Royalty                                 47,994            $          0
                                           ------------            ------------

Total Revenue                                 9,492,577            $ 11,206,412

Operating Costs & Expenses

Cost of Sales                                 5,249,953            $  3,053,026
General & Administrative Expenses             2,995,725            $  3,888,865
Depreciation & Amortization                     394,593            $    341,418
                                           ------------            ------------

Total Operating Costs and Expenses            8,640,271            $  7,283,309

Non Operating (Income) Expense

Other Expense                                        50                (277,168)
Other Income-Stock Requisition               (1,398,000)           $          0
Asset Impairment                              1,026,000            $  1,500,000
Other Income                                    (48,875)           $    (62,156)
Interest Income                                (133,129)           $          0
Interest Expense                                103,616            $    369,987
Discontinued Operations                               0            $    107,925
Gain on N.P. Refinance                                0            ($   345,655)
                                           ------------            ------------

Total Non Operating Income (Expense)           (450,338)           $  1,292,933

Income Before Income Taxes                    1,302,644            $  2,630,170

Income Tax Benefit                                    0            $          0

Net Gain                                      1,302,644            $  2,630,170






                                       10
<PAGE>
<TABLE>
<CAPTION>

Note 5:  Accrued expenses and other liabilities

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

                                        December 31, 2002      September 30, 2003
                                               ----------              ----------
<S>                                            <C>                     <C>
   Accrued Interest Payable                    $   88,622              $  118,744
   Accrued Payroll and Related Taxes              733,220              $  596,907
   Sales Taxes Payable                                  0              $  248,179
                                                                       ----------
    Accrued General Expenses                            0              $   94,222
                                               ----------              ----------

Total                                             821,842               1,058,052
                                               ----------              ----------
</TABLE>

Note 6:  Related party transactions

         On December 6, 2001,  the Company  entered  into  executive  employment
         agreements  with Stan Swanson  (the  Company's  former Chief  Executive
         Officer) and Curtis  Swanson (the  Company's  current  Chief  Executive
         Officer).  The employment  agreements provide for initial terms of four
         years with  automatic  extensions of one year periods  unless notice of
         non extension is given by either party 30 days before  expiration.  The
         agreements  provide for total base  salaries of $200,000  and  $185,000
         respectively  in 2002,  $200,000  and  $240,000  respectively  in 2003,
         $225,000 and $260,000  respectively  in 2004, and $250,000 and $300,000
         respectively  in 2005 plus incentive  compensation  of one and one half
         percent  (1.5%) each of the  adjusted  net profits of the  Company,  as
         defined,  plus  automobile  allowances  and life and  health  insurance
         coverage. In the event of termination without cause, the executives are
         entitled to two hundred percent (200%) of the  executives'  base salary
         in effect on the date of termination plus two hundred percent (200%) of
         the  executives'  incentive  compensation  for the fiscal year in which
         employment is  terminated.  The executives are also entitled to options
         to  acquire  a total of 2,500  shares  each of RTIN's  common  stock at
         $11.50 per share.  The options are  exercisable as follows:  800 shares
         each on December  5, 2002,  800 shares each on December 5, 2003 and 900
         shares  each on December  5, 2004 if still  employed  by the  Company's
         exercise  dates.  Both  executives have amended the agreements in early
         2003 to eliminate any incentive pay for 2002 or 2003.

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




                                       11
<PAGE>


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

         On June 27, 2003 the executives of the Company  converted  their entire
         accrued and unpaid payroll due them from the Company to Common Stock of
         the Company.  The result of the  transaction was a reduction to accrued
         expenses of $527,973 and an increase to the outstanding Common Stock of
         2,200,000. This conversion was made pursuant to the rights grant on May
         6,  2002 and in  accordance  with the  corporate  governance  provision
         requirements  of the private  placement of $2,100,000  described in the
         8-K filed July 9, 2003.

Note 7:  Stockholders' equity (deficit)

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

         In connection with the acquisition of Medex Systems,  Inc., and Pegasus
         Pharmacies,  Inc., conversion of the accrued payroll described above as
         well as all of the Company's previously issued Series A Preferred stock
         and the private  placement of an additional  $2,100,000 of common stock
         and warrants of the Company the Company's  outstanding shares increased
         by 15,172,925  during the 9 month period  ending  September 30, 2003 to
         24,991,397.

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

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

Note 8:  Commitments and Contingencies

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

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




                                       12
<PAGE>

Note 9:  Subsequent Events

              None












































                                       13
<PAGE>

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

Forward-Looking Statements

         This  Quarterly  Report  on  Form  10-QSB  includes   "forward-looking"
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities  Exchange Act of
1934,  as amended (the  Exchange  Act),  which can be  identified  by the use of
forward-looking  terminology  such as,  "may",  "believe",  "expect",  "intend",
"anticipate",  "estimate"  or  "continue"  or  the  negative  thereof  or  other
variations  thereon  or  comparable  terminology.   All  statements  other  than
statements of historical fact included in this Form 10-QSB, are  forward-looking
statements.  Although the Company  believes that the  expectations  reflected in
such  forward-looking  statements are reasonable,  it can give no assurance that
such  expectations  will  prove to have been  correct.  Important  factors  with
respect to any such  forward-looking  statements,  including  certain  risks and
uncertainties  that could cause  actual  results to differ  materially  from the
Company's  expectations  ("Cautionary  Statements")  are  disclosed in this Form
10-QSB,  including,  without limitation, in conjunction with the forward-looking
statements  included in this Form 10-QSB,  and in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2002.  Important  factors that could
cause  actual  results to differ  materially  from those in the  forward-looking
statements  herein include,  but are not limited to, the newness of the Company,
the need for additional capital and additional financing,  the Company's limited
pharmacy base,  lack of geographic  diversification,  the risks  associated with
expansion,  a lack of marketing  experience and activities,  risks of licensing,
development and construction delays, need for additional personnel, increases in
operating  and drug costs and  availability  of supplies,  significant  industry
competition,  government  regulation,  insurance  claims and the  ability of the
Company to meet its stated  business  goals.  All  subsequent  written  and oral
forward-looking  statements attributable to the Company or persons acting on its
behalf are expressly qualified in their entirety by the Cautionary Statements.

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

Overview

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

Results of Operations

         Comparison of Nine Months Ended September, 2002 and September 30, 2003



                                       14
<PAGE>

         Revenues.  For the nine months ended  September  30, 2003,  the Company
generated  revenues  of  $7,942,765  from  pharmacy  operations,  an increase of
$7,591,128  compared to revenues from pharmacy  operations in the same period of
2002 of  $351,637.  The increase in revenue is  attributed  to the June 27, 2003
acquisition of Medex Systems, Inc., and Pegasus Pharmacies,  Inc., and increased
sales  volumes in the  Company's  Texas and Louisiana  pharmacy  operations.  In
addition,  management  believes that the revenue which will be generated through
the future license fees charged on a per store basis and the revenue from the 4%
of gross sales which is charged to each  licensee  for support  will  eventually
offset if not exceed the license fee revenue  generated by the up front  license
sales.

         Costs  and  Expenses.  Costs and  expenses  for the nine  months  ended
September  30,  2003  increased  by  $7,009,750  to  $8,640,271  as  compared to
$1,630,517 for the corresponding period of 2002. This increase was due primarily
to the  increase in cost of goods sold  attributed  to the  increase in pharmacy
sales.  This increase in cost of goods accounted for $5,102,034 of the increase.
The balance of the increase in costs and expenses is primarily attributed to the
legal and other  acquisition and placement  costs  associated with the Company's
recent MedEx and Pegasus acquisitions, the recently completed private placement,
and other general and administrative  expense associated with the development of
the Company's business models.

         Net Profit and Loss.  The  Company had a net profit for the nine months
ended September 30, 2003 of $1,302,644  compared to net profit of $3,100,010 for
the  corresponding  nine months of 2002.  This reduction in profit  reflected an
initial  concentration  in 2002 of license sales  associated  with the Company's
market partner  territorial  purchases.  Managements'  primary focus in 2003 has
been the increase in unit level pharmacy sales and  integration of the MedEx and
Pegasus acquisitions.

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



                                       15
<PAGE>

         Revenues.  For the three months ended  September 30, 2003,  the Company
generated  revenues  of  $4,757,013  from  pharmacy  operations,  an increase of
$4,512,920  compared to revenues from pharmacy  operations in the same period of
2002 of $244,087.  The increase in revenue is due to the increased sales volumes
in the Company's pharmacy operations.

         Costs and  Expenses.  Costs and  expenses  for the three  months  ended
September 30, 2003 increased by $4,208,150 to $4,721,544 as compared to $513,394
for the corresponding  period of 2002. Again, this increase was due to primarily
to the  increase in cost of goods sold  attributed  to the  increase in pharmacy
sales.  This increase in cost of goods accounted for $3,086,269 of the increase.
Once again, the balance of the increase in costs and expenses for the period was
primarily  attributed to the legal and other  acquisition  and  placement  costs
associated  with the  Company's  recent  MedEx  and  Pegasus  acquisitions,  the
recently  completed  private  placement,  and other  general and  administrative
expense associated with the development of the Company's business models.

         Net Profit and Loss.  The Company had a net profit for the three months
ended  September  30,  2003 of $188,270  compared to a gain of $183,435  for the
corresponding  three months of 2002.  The net profit for this 3 month period was
primarily the result of pharmacy 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 and MedEx  technology  and the  construction  of additional
Safescript  Pharmacies.  The Company  intends to obtain the necessary  funds for
operation  by  collection  of the  receivables  associated  with the sale of the
Safescript territories to its market partners,  obtaining extended payment terms
from its suppliers, incurrence of additional indebtedness, and/or sale of equity
interests in the Company.  There is no assurance that  sufficient  funds will be
available  from such  sources  and the lack of  sufficient  funds may  adversely
impact the realization of the Company's business goals.

Subsequent Events

None


                                       16
<PAGE>

                           PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES

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

         In connection with the conversion of the accrued  payroll  described in
         related  party   transactions   (Note  6  to   accompanying   financial
         statements)  as  well  as  all  of  the  conversion  of  the  Company's
         previously issued Series A Preferred stock and the private placement of
         an  additional  $2,100,000  of common stock and warrants of the Company
         the Company's  outstanding  shares increased by 15,172,925 during the 9
         month period ending September 30, 2003 to 24,991,397.

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

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



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

         Solicitation  of Written  Consents in Lieu of Meeting dated October 17,
2003 submitted to shareholders of record as of October 13, 2003.

                     SOLICITATION BY THE BOARD OF DIRECTORS

         The  written  consent  furnished  to the  shareholders  by the Board of
Directors of RTIN Holdings, Inc. (the "Company").

         The  written  consent is being  solicited  to obtain the  approval by a
majority of the  shareholders of the Company to amend the Company's  Articles of
Incorporation to (the "Amendment"):

1.       Increase the authorized  capital from 35,000,000  shares  consisting of
         25,000,000  shares of Common  Stock,  $.01 par  value  per  share,  and
         10,000,000  shares of  Preferred  Stock,  $.10 par value per share,  to
         60,000,000 shares consisting of 50,000,000 shares of Common Stock, $.01
         par value per share, and 10,000,000 shares of Preferred Stock, $.10 par
         value per share.

2.       To  change  the  name  of the  Company  from  RTIN  Holdings,  Inc.  to
         Safescript Pharmacies, Inc.



                                       17
<PAGE>

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Hereafter  set  forth as an  exhibit  to the Form  10-QSB  of RTIN
Holdings, Inc. is the following exhibit: None

         (b) Current Reports on Form 8-K:

                  The Company filed the following reports on Form 8-K during the
                  quarter ended September 30, 2003:

                  Form 8-K dated  July 7,  2003  announced  a change of  control
                  regarding  Laurence I. Solow and Barron Partners LP under Item
                  1.,  the  acquisition  of Medex  Systems,  Inc.,  and  Pegasus
                  Pharmacy,  Inc.,  under Item 2., the  settlement of litigation
                  under  Item  5.  A  Stock   Purchase   Agreement,   Conversion
                  Commitment Agreement, Subscription Agreement, Form of Series A
                  Warrant,  Form of Series B Warrant,  Form of Series C Warrant,
                  Press  release  regarding  settlement  of  litigation,   Press
                  release  regarding  private  placement,  and a  Press  release
                  announcing the acquisition of Medex Systems, Inc., and Pegasus
                  Pharmacy, Inc., were included as exhibits.

                  Form 8-K dated  August 26, 2003  announced  private  placement
                  completion  form One Million  Five  Hundred  Thousand  Dollars
                  ($1,500,000).


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

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







                                       18