U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Amendment 1 to
                                   Form 10-KSB

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the fiscal year 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 No.:  000-29639

                             RDC International, Inc.
                  --------------------------------------------
               (Name of small business registrant in its charter)

         Florida                                                65-0950425
----------------------                                     --------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

1819 Main Street, Suite 702
Sarasota, FL                                                      34236
--------------------------                                 --------------------
(Address of principal executive offices)                       (Zip Code)


Registrant's telephone number: (941) 365-9955

Securities registered under Section 12(b) of the Exchange Act:

   Title of each class                                 Name of each exchange
                                                       on which registered
        None
-------------------------                            -------------------------


Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.0001 par value
                                (Title of class)

Copies of Communications Sent to:

                                    Mintmire & Associates
                                    265 Sunrise Avenue, Suite 204
                                    Palm Beach, FL 33480
                                    Tel: (561) 832-5696 - Fax: (561) 659-5371


<PAGE>

Check  whether  the  registrant  (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 [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State registrant's revenues for its most recent fiscal year. $6,501.

Of  the  16,499,847  shares  of  voting  stock  of  the  registrant  issued  and
outstanding  as  of  September  30,  2002,   13,879,847   shares  were  held  by
non-affiliates.  Because of the absence of an established trading market for the
voting stock,  the registrant is unable to calculate the aggregate  market value
of the voting  stock held by  non-affiliates  as of a specified  date within the
past 60 days.



                                       2
<PAGE>


                                     PART I

Item 1. Description of Business

                              Business Development

RDC International, Inc. (the "Company" or "RDC") is incorporated in the State of
Florida. The Company was originally  incorporated as Lautrec,  Inc. on September
18,  1995.  It changed its name to the current name in  connection  with a share
exchange  between  the  Company,   Retrieval  Dynamics  Corporation,  a  Florida
corporation  ("Retrieval")  and all of the shareholders of Retrieval on June 30,
2000 (the "Agreement"). The Company is not presently trading on an exchange, but
intends  to  apply to have  its  common  stock  quoted  on the Over the  Counter
Bulletin Board by submitting its 15c2-11 application to the National Association
of Securities Dealers.  Its executive offices are presently located at 1819 Main
Street,  Suite 702,  Sarasota,  FL 34236. Its telephone number is (941) 365-9955
and its facsimile number is (941) 265-9966.

The Company is filing this Form 10-KSB in compliance with the  effectiveness  of
its filing on Form 10-SB.  The Company will file  periodic  reports in the event
its  obligation  to file such  reports is  suspended  under the  Securities  and
Exchange Act of 1934 (the "Exchange Act".)

The Company was formed with the contemplated purpose to export and sell products
in France.  The  incorporator  was unable to successfully  implement the initial
business plan.  After  development of a business plan and efforts to develop the
business  failed,  all such efforts were abandoned in August 1996. In June 2000,
at the time it acquired  Retrieval  as a  wholly-owned  subsidiary,  its purpose
changed to Retrieval's initial purpose of providing  industry-specific  wireless
software and service solutions for mobile professionals.

The Company  relied upon Section 4(2) of the  Securities Act of 1933, as amended
(the "Act") and Rule 506 of Regulation D promulgated thereunder ("Rule 506") for
several transactions regarding the issuance of its unregistered  securities.  In
each  instance,  such  reliance was based upon the fact that (i) the issuance of
the  shares  did not  involve a public  offering,  (ii)  there were no more than
thirty-five  (35)  investors  (excluding  "accredited  investors"),  (iii)  each
investor who was not an accredited  investor  either alone or with his purchaser
representative(s)  has such  knowledge and  experience in financial and business
matters that he is capable of evaluating the merits and risks of the prospective
investment,  or the issuer reasonably  believes  immediately prior to making any
sale that such  purchaser  comes  within this  description,  (iv) the offers and
sales were made in compliance  with Rules 501 and 502, (v) the  securities  were
subject to Rule 144  limitations  on resale and (vi) each of the  parties  was a
sophisticated  purchaser and had full access to the  information  on the Company
necessary to make an informed investment decision by virtue of the due diligence
conducted  by  the  purchaser  or  available  to  the  purchaser  prior  to  the
transaction (the "506 Exemption").

During the fiscal year ended  September  30, 2002,  the Company  sold  2,828,181
shares of its restricted common stock to forty-four (44) persons for $2,828,181.
For such offering, the Company relied upon the 506 Exemption, Section 25102.1 of
the California  Code,  Section  36b-31-21b-9b of the Connecticut  Code,  Section
517.061(11) of the Florida Code,  Section 130.293 of the Illinois Code, Reg. 710


                                       3
<PAGE>



IAC1-13-6 of the Indiana  Code,  Section  17-1270a of the Kansas  Code,  Section
1.602 of the  Maryland  Code,  Section  49:3-50(b)(9)  of the New  Jersey  Code,
Section  359(f)(2)(d) of the New York Code, Section .1211. of the North Carolina
Code,  Section  1707.03(X) of the Ohio Code,  Section 401(b)(22) of the Oklahoma
Code, Rule  ###-##-#### of the Oregon Code,  Section 211(b) of the  Pennsylvania
Code, Section  7-11-402(18) of the Rhode Island Code, Order 97018 for Regulation
D  Offerings  of the South  Carolina  Code and  Section 21 VAC  5-40-120  of the
Virginia Code.

The facts relied upon to make the  California  Exemption  available  include the
following:  (i) the  Company  filed a completed  SEC Form D with the  California
Department  of  Corporations;  (ii) the  Company  executed a Form U-2 consent to
service of process  in the state of  California;  (iii) the Forms were filed not
later  than  fifteen  (15)  days  after  the  first  sale of the  securities  in
California; and (v) the Company paid an appropriate filing fee.

The facts relied upon to make the Connecticut  exemption  applicable include the
following: (i) the aggregate commission,  discount or other similar remuneration
paid or given  directly or  indirectly in  connection  with the sale,  excluding
legal, accounting and printing fees, did not exceed fifteen percent (15%) of the
initial  offering  price,  (15% of the initial  offering  price means 15% of the
number of securities sold multiplied by the offering price of those  securities)
(ii) the issuer exercised  reasonable care to ensure compliance with limitations
on resale,  and (ii) prior to the first sale of securities in  Connecticut,  the
issuer filed with the Connecticut  commissioner,  manually signed notice on Form
D,  which  notice  included  an  undertaking  by the  issuer  to  furnish  state
securities   administrators,   upon  their  written  request,  with  information
furnished by the issuer to offerees,  consent to service of process on Form U-2,
the filing fee  proscribed  by the general  statutes and the name and address of
the person(s) who offered and sold the securities in Connecticut.

The facts  relied  upon to make the  Florida  exemption  available  include  the
following:  (i) sales of the  shares of common  stock were not made to more than
thirty-five  (35)  persons;  (ii)  neither  the offer nor the sale of any of the
shares  was  accomplished  by the  publication  of any  advertisement;  (iii)all
purchasers either had a preexisting  personal or business  relationship with one
or more of the executive officers of the Company or, by reason of their business
or financial  experience,  could be  reasonably  assumed to have the capacity to
protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser  represented that he was purchasing for his own account and not with a
view to or for sale in connection with any  distribution of the shares;  and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was furnished all
material books and records of the Company,  all material contracts and documents
relating to the proposed  transaction,  and had an  opportunity  to question the
executive  officers of the Company.  Pursuant to Rule  3E-500.005,  in offerings
made under Section  517.061(11) of the Florida Statutes,  an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or  given  reasonable  access  to full  and  fair  disclosure  of  material
information.  An  issuer  is deemed to be  satisfied  if such  purchaser  or his
representative  has been given access to all  material  books and records of the
issuer;   all  material   contracts  and  documents  relating  to  the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In that  regard,  the Company  supplied  such  information  and  management  was
available for such questioning.


                                       4
<PAGE>



The facts  relied  upon to make the  Illinois  Exemption  available  include the
following:  (i) the  Company  filed a  completed  SEC Form D with  the  Illinois
Securities  Department of the  Secretary of State;  and (ii) the Company paid an
appropriate filing fee to the Illinois Securities Department.

The facts  relied  upon to make the  Indiana  Exemption  applicable  include the
following:  (i) the Company  submitted  a manually  signed SEC Form D, Notice of
Sale of Securities Pursuant to Regulation D with the Securities  Division;  (ii)
the form was filed no later than  fifteen  (15) days after the  securities  were
first sold in Indiana; (ii) for any sales made to non-accredited  investors, the
issuer  believed  that their  securities  are  suitable for  purchasers  or that
purchasers have sufficient  experience in financial  matters;  and (iii) the bad
boy provisions of the rule apply to neither the Company nor its  predecessors or
affiliates.

The facts  relied upon to make the New Jersey  Exemption  available  include the
following:  (i) the sale was to not more than ten (10) persons during any period
of twelve (12) consecutive months; (ii) the Company reasonably believed that all
buyers purchased for investment;  (iii) no commission or other  remuneration was
paid for soliciting any prospective  buyer; and (iv) the sale was not offered or
sold by general solicitation or any general advertisement.

The  facts  relied  upon to make the  Kansas  Exemption  available  include  the
following:  (i) the transaction involved the offer or sale of securities made in
compliance with the federal securities act of 1933,  regulation D, rules 230.505
or 230.506 except  paragraph  (b)(2)(ii),  or both,  including any offer or sale
made  exempt  by  application  of Rule  508(a),  as made  effective  in  federal
securities act of 1933 release nos. 33-6389,  33-6663,  33-6758 and 33-6825, and
which  satisfied  the  conditions,   limitations,   and   requirements  of  this
regulation;  (ii) no commission,  finders fee, or other remuneration was paid or
given, directly or indirectly,  for soliciting any prospective purchaser,  or in
connection with the sale of securities in reliance on this exemption, unless the
recipient was  appropriately  registered in Kansas as a broker-dealer,  agent or
investment advisor;  (iii) none of the Company's  directors,  officers,  general
partners,  beneficial  owners of ten  percent  (10%) or more of any class of its
equity  securities,  any of its  promoters  currently  connected  with it in any
capacity,  or any person, other than a broker-dealer  currently registered under
K.S.A.  17-1254, who has been or will be paid or given,  directly or indirectly,
any  commission or similar  remuneration  for  solicitation  of any  prospective
purchaser  or in  connection  with  sales  of  securities  in  reliance  on this
regulation:  (a) has  filed a  registration  statement  which  is  subject  to a
currently effective stop order entered pursuant to any state law within five (5)
years prior to the commencement of the offering, (b) has been convicted,  within
five (5) years  prior to the  commencement  of the  offering,  of any  felony or
misdemeanor  in  connection  with the  purchase  or sale of any  security or any
felony  involving  fraud or  deceit  including,  but not  limited  to,  forgery,
embezzlement,  obtaining money under false  pretenses,  larceny or conspiracy to


                                       5
<PAGE>



defraud,  (c) is currently subject to any state administrative order or judgment
entered by a state securities  administrator  within five (5) years prior to the
commencement of the offering or is subject to any state  administrative order or
judgment  in which  fraud or deceit  was found  and the  order of  judgment  was
entered within five (5) years prior to the commencement of the offering,  (d) is
currently subject to any state  administrative order or judgment which prohibits
the use of any exemption from  registration  in connection  with the purchase or
sale of  securities,  or (e) is subject to any order,  judgment or decree of any
court of competent  jurisdiction  temporarily  or  preliminarily  restraining or
enjoining,  or is  subject  to any  order,  judgment  or  decree of any court of
competent  jurisdiction  entered within five (5) years prior to the commencement
of the offering permanently restraining or enjoining,  that person from engaging
in or continuing any conduct or practice in connection with the purchase or sale
of any security or involving the making of any false filing with any state, (iv)
the issuer filed a manually  signed notice on Form D no later than fifteen (15)
days after the first sale of  securities  in an  offering  under this  exemption
which contained an undertaking by the issuer to furnish the  commissioner,  upon
written request, the information furnished by the issuer to offerees.

The facts  relied  upon to make the  Maryland  Exemption  available  include the
following:  (i) the Company  submitted  a manually  signed SEC Form D, Notice of
Sale of Securities Pursuant to Regulation D with the Securities  Division;  (ii)
the form was filed no later than  fifteen  (15) days after the  securities  were
first sold in Maryland;  (iii) the Company submitted a Form U-2, Uniform Consent
to Service of Process, and a Form U-2A, Uniform Corporate Resolution  consenting
to service of process in  Maryland;  (iv) the Company  provided  the  Securities
Division with the date of the first sale of the securities in Maryland under the
offering; (v) the Company provided the Securities Division with the name and CRD
number,  if any, of at least one  broker-dealer or issuer agent that will effect
transactions  in the  securities  in  Maryland;  and (vi) the  Company  paid the
appropriate fee of $100 to the State of Maryland.

For purposes of Section  359(f)(2)(d) of the New York Code, the facts upon which
the Company relied are: (i) (i) the securities  were sold in a limited  offering
to not more than forty (40) persons. The Company filed a Form M-11 in New York.

The facts relied upon to make the North Carolina Exemption available include the
following:  (i) the Company filed a completed SEC Form D with the North Carolina
Department  of the  Secretary of State  Securities  Division;  (ii) the Form was
filed not later than fifteen  (15) days after the first sale;  (iii) the Company
executed a Form U-2 consent to service of process;  and (iv) the Company paid an
appropriate filing fee of $75.

The  facts  relied  upon  to make  the  Ohio  Exemption  available  include  the
following:  (i) the Company  filed a completed SEC Form D with the Ohio Division
of  Securities;  (ii) the  Company  executed  a Form U-2  consent  to service of
process in the state of Ohio;  (iii) the forms were filed not later than 15 days
after the first sale of the  securities  in Ohio;  and (iv) the Company  paid an
appropriate filing fee of $100.


                                       6
<PAGE>



The facts  relied  upon to make the  Oklahoma  Exemption  available  include the
following:  (i) the Company filed notice on Form D with the state Administrator;
(ii)  consent to service of process in  Oklahoma;  and (iii) paid the  exemption
notification fee.

The facts  relied  upon to make the  Oregon  Exemption  applicable  include  the
following:  (i) the  Company  filed  a  completed  SEC  Form D with  the  Oregon
Department  of Consumer & Business  Services,  Division or Finance and Corporate
Securities;  (ii) the Form was filed not later than  fifteen (15) days after the
first sale;  and (iii) the Company paid an  appropriate  filing fee based on the
amount of the offering.

The facts relied upon to make the Pennsylvania  Exemption  available include the
following:  (i) the Company filed a completed  SEC Form D with the  Pennsylvania
Securities  Commission,  Division of Corporate Finance;  (ii) the Form was filed
not later than  fifteen  (15) days after the first  sale;  and (iii) the Company
paid an appropriate filing fee.

The facts to make the Rhode Island  exemption  available  include the following:
(i) the offer or sale was made in  reliance on the  exemptions  provided by Rule
505 or 506 of Regulation D of the Act; (ii) no commission or other  remuneration
was paid or given directly or indirectly to any person for soliciting or selling
to any person in Rhode Island except to persons duly registered in Rhode Island;
(iii) a Form U-2 Uniform Consent to Service of Process, notice of filing on Form
D and a fee of $300 was given to the Department of Business  Regulation ten (10)
days prior to any sale in reliance upon the exemption.

The facts relied upon to make the South Carolina Exemption available include the
following:  (i) the Company filed a completed SEC Form D with the South Carolina
Attorney  General;  (ii) the  Company  executed a Form U-2 consent to service of
process  in the state of South  Carolina;  (iii) the forms  were filed not later
than fifteen (15) days after the first sale of the securities in South Carolina;
(iv) the Company  provided  the South  Carolina  Attorney  General a copy of the
information  furnished by the Company to the offerees;  and (v) the Company paid
an appropriate filing fee of $300.

The facts  relied  upon to make the  Virginia  Exemption  available  include the
following:  (i) the Company filed a completed SEC Form D with the Virginia State
of Corporation  Commission;  (ii) the Form was filed not later than fifteen (15)
days after the first  sale;  (iii) the  Company  executed a Form U-2  consent to
service of process,  appointing the Clerk of the State Corporation Commission as
its agent for  service of  process;  and (iv) the  Company  paid an  appropriate
filing fee of $250.

In June and July 2002,  Anthony A. Cella, the Company's  current Chief Financial
Officer, lent the Company a combined $105,000.  The indebtedness is evidenced by
three  promissory  notes, all payable on demand and all of which accrue interest
at a rate of eight percent per annum.


                                       7
<PAGE>



In July and September 2002, John Harkola,  the Company's current Chief Executive
Officer,  lent the Company a combined $31,000.  The indebtedness is evidenced by
two  promissory  notes,  both of which are  payable  on demand and both of which
accrue  interest at a rate of eight  percent  per annum.  See (b)  "Business  of
Registrant" immediately below for a description of the Company's business.

In February 2003, Donald F. Mintmire, a director of the Company,  resigned.  His
resignation  was  not due to a  disagreement  with  the  Company  on any  matter
relating to the Company's operations, policies or practices.

Business of Registrant

General

The Company was formed in September  1995 and had little or no operations  until
June 2000, when it acquired Retrieval. The Company is headquartered in Sarasota,
Florida. The Company conceives and develops  industry-specific wireless software
and service solutions for mobile professionals. Retrieval Dynamics is a Wireless
and  Wireless   Internet-Enabled   Solutions  Developer   providing   integrated
productivity solutions, products, applications and services to the enterprise.

Wireless Industry Overview

Introduction

Data  communications  is the  fastest  growing  segment  of  the  communications
industry. The Internet, in particular, has emerged as one of the fastest growing
communications media in history and is dramatically  changing how businesses and
individuals communicate and share information.

Traditionally,  small and medium sized businesses have relied on low speed lines
for data transport. Data communications, particularly through the Internet, have
made it possible for smaller  companies to compete more  effectively with larger
competitors.  Most companies,  particularly  small and medium sized  businesses,
lack the  expertise,  capital or  personnel  required to install,  maintain  and
monitor  their  own  web  infrastructures.  With  the  convergence  of  wireless
communications  and Internet  services,  more businesses each quarter are opting
for wireless technology to meet their data and communication needs.

In recent years,  the  proliferation  of wireless  communications  solutions has
extended the reach and  connectivity of mobile  professionals.  For example,  in
voice  communications,  cellular  telephones  have enabled mobile users to place
phone calls from  virtually any location.  Similarly,  advances in wireless data
communication,  including wireless local area networks ("LANs") have enabled the
extension  of  enterprise  networks to the notebook  computers  and the handheld
information  communication  devices of mobile  users.  The  projected  growth of
wireless data communication systems,  driven by increasing  connectivity options
for  mobile  users,  should  result  in  increased   accuracy,   timeliness  and
convenience  of  information  access,   thereby  reducing  costs  and  improving
productivity.

Mobile  professionals  need solutions that provide them with real-time access to
mission-critical  information  at all times.  The Company is in the  business of
providing mobile  professionals with the solutions they need to access data from
anywhere in the world with convenience, speed, reliability and security.


                                       8
<PAGE>



Wireless data is defined as communication without wires over distance by the use
of arbitrary  codes.  Primitive  examples  include  waving  lanterns by night or
sending smoke signals.  Modern examples include  hand-held  devices like pagers,
smart phones and personal digital  assistants  ("PDAs") using wireless modems to
enable wireless data communications.

Wireless data: basic types and applications

While the technologies, protocols and network infrastructure supporting wireless
data are often complex,  most data applications can be simply divided into three
(3) main types: bursty, query- response and batch-files

Bursty  data -- quick  bursts  of data are sent  from  point-to-point.  Emerging
applications in this area include remote electric power meter readings, wireless
burglar alarms and other remote sensing applications.

Query/response  -- query and  response  lies at the heart of new  wireless  data
applications and devices that allow for wireless e-mail and Internet access.

Batch-files - data base synchronization.

Twenty (20) years ago commercial uses for wireless data were largely confined to
private  microwave  data  networks used by railroad  companies  and  specialized
mobile radio systems used for dispatch  services by taxi companies and the local
police.

Technological  advances  (such  as  digitalization,  data  compression,  smaller
devices) and critical regulatory decisions (to license new spectrum for cellular
telephony and other new applications) have greatly increased the availability of
wireless communications while reducing costs to consumers.

The result has been dramatic growth in the market for cellular telephones.  (For
example,  cellular  telephone  subscriptions  have  increased from just over two
million  (2,000,000) to over one hundred million  (100,000,000)  in the last ten
(10)  years.  Many feel the  wireless  data  industry  is now poised for similar
growth.

Voice to data

Until recently, wireless data was essentially a niche market largely confined to
vertical applications within large companies.  For example, IBM, Federal Express
and UPS built  successful  private  wireless  data networks to allow their field
service personnel to operate more efficiently. The explosion of the Internet, of
corporate  intranets and the  convergence  of the  computing and  communications
industries are creating new opportunities.


                                       9
<PAGE>



Barriers  to entry for users are coming  down.  There are little,  sleek,  light
types of devices  available  to the  consumer,  network  infrastructures  are in
place,  network  operating  costs are going down,  all making it  economical  to
develop new services that make financial sense. With the Internet and intranets,
mobile users can access  content that  previously  was not  available.  Wireless
carriers have spent  billions of dollars  upgrading  their  networks from second
generation circuit switched to third generation packet networks.  These networks
are always on and are capable of handling  data at speeds from 20KBPS on the low
end to 384KBPS on the higher end.  These networks are  continually  evolving and
within the next 5 years will be competitive to the wired networks of today.

The wireless data marketplace includes the following classes:

Wireless  Handset  Manufacturers:  These are the  companies  which make wireless
devices such as Nokia,  Ericsson,  Palm,  Handspring,  RIM and  Motorola.  These
companies  are  generally   large  and  are  typically  slow  to  implement  new
applications to their devices.

Carriers:  The carriers are the phone  companies  which own the networks.  These
include: SprintPCS, AT&T Wireless, Verizon, Alltel, Cingular,  T-Mobile, Nextel,
etc. These  companies all have different  technologies  and different  standards
making it  extremely  difficult  to develop  applications  which  operate on all
devices.

Software/Application  Developers:  This is the largest group of companies in the
wireless data  industry.  There are hundreds of companies  which have  developed
platforms and applications that utilize all the different carriers' networks and
work on many or all of the hardware  (phones,  PDA's,  Laptops,  etc.).  Most of
these applications utilize J2ME (Java 2 Micro Edition),  C+, .NET, XML to access
corporate  data,  play games,  or browse the internet.  Some of these  companies
include: Retrevial,  Broadbeam, Air2Web, HiddenMind,  Everypath, Aether Systems,
724 Solutions, etc.

Wireless data transmission: how it works

Analog vs. digital

Until recently, most wireless data transmitted through radio communications have
been  analog.   Analog  systems  use  continuous   electrical  signals  for  the
transmission and reception of information. Next generation wireless data systems
are turning towards the use of digital signals,  whose amplitude variations with
respect to time are not continuous but discrete.

Digital

Digital systems have several advantages including allowing better coverage, more
calls per channel,  less noise  interference and the ability to add new features
and functions such as short messaging.


                                       10
<PAGE>



Session v. packet transmission

Session based communications  assign users a discrete line or radio channel that
is  dedicated to the users until the session is  completed.  The circuit for the
data  exchange is "tied up" until the  communication  is  complete.  Packet data
communications are more efficient

In packet  transmissions,  packets from a number of different  conversations  or
data  messages can traverse the same  channel.  Packets are mixed on the channel
but are re-assembled correctly at the receiving end.

Wireless data: apparatus types

No single "form factor" meets the needs of every customer.  For some, small size
is key. For others,  performance and flexibility matter more. The following is a
categorization of devices on the market which utilize wireless data:

PDAs: Palm, Handspring,  PocketPC, BlackBerry Phones: Motorola, Nokia, Ericsson,
Samsung, etc. Smart Phones or Integrated devices: BlackBerry, Microsoft PocketPC
phone edition,  Danger Hiptop,  Kyocera,  etc. Wireless modems: Sierra Wireless,
Novatel Wireless data: network infrastructures

While the customer usually sees seamless and reliable service, behind the scenes
the wireless data  industry is still  working out the "kinks" in developing  and
building data  transmission  networks and agreeing on standards  and  protocols.
There is more than one (1) competing  vision.  In the end, many experts  believe
that the growing  market for wireless  data will support  multiple  networks and
protocols and faster  speeds.  GSM/GPRS is the leading  network  technology  for
wireless carriers as far as numbers.  Second is CDMA. Others include TDMA, iDen,
and analog services.

Realistic Data Speeds:
GSM, CDMA, TDMA (Circuit Switched Data): 9.6Kbps (kilobytes per second)
GPRS: 20-30 Kbps
CDMA 1XRTT: 50-144 kbps
CDMA EV-DO: 144-384 kbps
UMTS (WCDMA): 384kbps-2Mbps

Mobile-Data (M-Data)

Wireless data and mobile  applications  are  anticipated to be the next business
revolution in technology spending. Technology fostering easy-to-buy environments
while away from a home or office PC is  expected  to have a broad  appeal to the
millions of users of  Web-enabled  handsets,  such as two-way  pagers with a Web
browser, Web-enabled phones and assorted PDAs. While these wireless handsets are
currently  being utilized to view content from the large internet  portal sites,
mobile  software  applications  are also being utilized by corporate  America to
streamline and automate processes from the field.


                                       11
<PAGE>


Out of this  wireless  data  revolution,  an emerging  segment  has  appeared to
further  cater to the  needs of  business-to-business  m-commerce:  mobile  data
(m-data).  The m-data field is not a typical  commerce site where goods are sold
or generic internet content is viewed.  Rather,  it is about specially  designed
wireless  applications  that remotely  control the distribution of business data
and documents.  Companies are beginning to consider  m-data  technology  because
they do not want to make the same  mistakes that may have led them to dispel the
potential of the World Wide Web when it first arrived.

For  many  companies,   m-data  is  not  simply  taking  web-enabled   corporate
applications and delivering them via browser to the mobile device. Instead, they
are taking  systematic  approaches to meet the need of their mobile employee and
their customers, such as location,  response time and productivity levels. It is
those companies who understand, embrace and build m-data strategies that capture
higher customer retention levels, which allows for more profitability and market
share.

Technological  advances  (such  as  digitalization,  data  compression,  smaller
devices) and critical regulatory decisions (to license new spectrum for cellular
telephony and other new applications) have greatly increased the availability of
wireless  communications  while  reducing  costs.  The result has been  dramatic
growth in the market for cellular  telephones.  For example,  cellular telephone
subscriptions  have  increased from just over 2 million to more than 100 million
in the last 10 years.

Within the wireless data market, many experts predict strong growth:

Frost & Sullivan:

The compound  annual growth rate (CAGR) for wireless data from 1996 through 2003
is projected  to be 35 percent.  The market is expected to grow to ten times its
current  value and reach close to $2.5  billion  during 2002.  Sources:  Frost &
Sullivan reports,  "Mobile Data Services: How to Keep Your Customers and Profits
Moving" and "North American Wireless Office Markets."

IDC predicts 61.5 million two-way data users in 2003 compared to 14.5 million in
2000.

Gartner Group:

The  opportunity for wireless data  communication  in the United States is huge,
with  25.3  million  of  the  112.1  million   workforce  having  a  mobile  job
requirement,  but growth will be slow and steady. Source: The Gartner Group, The
Dataquest  Market  Analysis  Perspective,  "Wireless  Data in the United States:
Pieces of the Puzzle are Missing, but a Picture is Taking Shape"

Cahners In/Stat - Jan. 2003:

The market for Internet access devices  (including  personal  computing devices,
mobile  phones,  Internet-enabled  set top  boxes,  Internet  appliances,  smart
appliances  and white  goods) is expected  to grow at an overall  annual rate of
28.2%, in terms of units between 2001 and 2006. According to In-Stat/MDR, growth
is  expected  to rise to over 790  million  units in 2006 from about 226 million
units in 2001.  Although the PC and mobile phone segments represent the greatest
percentage  in terms  of unit  shipments,  Internet  appliances,  which  include
Internet  terminals  and Tablet PCs, will have the highest CAGR over the period,
with 74.3%

October 30, 2002 - Although  the wireless  data/Internet  market has had to bear
the brunt of some tough public criticism, it is steadily progressing,  according
to In-Stat/MDR.  The high-tech  market research firm reports that there are some
very bright spots in the wireless data market.  The  availability  of the proper
infrastructure and color handsets,  and the rollout of next generation  services
such as CDMA  1xRTT and  General  Packet  Radio  Service  (GPRS),  is aiding the
market's  growth.  Overall,  the messaging  market (thanks to the newer Enhanced
Messaging  Service (EMS) and  Multimedia  Messaging  Services (MMS) that support
graphics and video) will continue to outstrip the wireless  Internet market,  in
terms of subscribers, through 2006, growing from an estimated 305 million at the
end of 2001 to more than 1 billion by the end of 2006.  While  smaller  than the
messaging market, the wireless Internet market is growing at the same pace.


                                       12
<PAGE>



Red Herring:

By 2003,  there  will be 1 billion  wireless  phones in use.  (Goldman  Sachs as
reported in Red Herring, 10/2000)

Beyond  the  massive  numbers  of  wireless  users  is  the   realization   that
corporations,  driven by fear of "perfect  competition" where neither buyers nor
sellers can effect  prices,  are looking to wireless  technology and m-data as a
strategic  weapon to give them a  competitive  advantage.  A report from Cahners
In-Stat  Group  stated that in the year 2002,  medium and large firms spent over
$117  billion on  wireless  equipment  and  services,  more than  double the $54
billion they spent in 1998.

Seizing The M-Data Opportunity

Before  whole-heartedly  plunging into the m-data business model, companies must
understand why m-data is an important function for their organization.  This can
be  accomplished  by knowing  how the  technology  can  satisfy the needs of the
mobile  user.  The traits  that are listed  below are by no means an  exhaustive
list, but rather are fundamental  benefits that the mobile user can use to their
competitive advantage.

Nine Opportunities That M-Data Delivers On:

Response Time: M-data allows the mobile professional to quicken response time of
documents and data to their customer. Instead of calling the home office to have
someone put a document in a fax machine,  the mobile professional can send it to
the appropriate  contact while in the car or in the customer's  office.  In some
cases, especially with e-mail and fax, response times can be a matter of seconds
instead of hours or days.

Personalized  Service:  In a majority  of  instances,  the m-data  user can work
directly with the client to send the correct documentation to that client. As an
example,  a user  wants to send a sales  sheet to a client  who wants to pass it
along to one of their customers.  The m-data user uses his/her Web-enabled pilot
to  e-mail  the PDF file of the  sales  sheet in a matter  of  minutes.  Another
example is sending a  personalized  thank you  letter to new  business  prospect
seconds  after  leaving  the  customer's  office.  These  types of  personalized
services  enhance customer  relationships  and serve as a foundation to grow the
business.

Productivity:  Being  stuck in  traffic or away from the office is no excuse for
being unproductive any longer.  M-data technology allows the mobile professional
to  work  anywhere,   anytime,   thus  creating  better  productivity  and  more
profitability.

Lower  Administrative  Cost:  Cost  efficiencies  and  economies of scale can be
realized  by  utilizing  m-data  technology.   Capital  expenditures   typically
allocated  for new  support  personnel  could  be  reinvested  else  where in an
organization.  And existing  back office  support  personnel  can be utilized in
other areas that can't be easily automated,  thus improving the efficiencies and
real dollar savings for the entire organization.


                                       13
<PAGE>



Mobile  Back Office  Support:  Mobile  professionals  now have a tool to empower
themselves to get things  accomplished the way they prefer.  Instead of having a
back  office  support  person  distributing  brochures  or  letters,  the mobile
professional can handle the allocation  themselves and improve response time and
customer  relationships.  This is especially true in an after-hours setting when
no back office person is available.

Location:  Using today's global wireless  infrastructure,  m-data users can send
their  documents from anywhere in the world to a contact  anywhere in the world.
While there are limits to acquiring  wireless signals in certain portions of the
world, the majority of civilized  countries have sufficient systems for wireless
activity.

Access:  M-data can be  accessed  from a growing  list of  Web-enabled  wireless
devices.  Examples  include RIM and Motorola 2-way pagers,  WAP phones,  Palm OS
devices, and the assorted Windows CE and Pocket PC devices.

Tracking/Reporting:  When using  m-data  technology,  users can  access  on-line
reports to track  document  distribution  dates,  times and costs to ensure that
items were  distributed  as directed.  This  function of the m-data  process can
provide  immediate  peace of mind,  unlike in some instances where a user is not
sure if a back office person followed through on a request on time.

Ease Of Use:  When an  application  is easy to use, the user is more apt to keep
using the  application.  This  summation  is at the heart of the m-data  system.
Using any Web-enabled device,  users can quickly select documents,  contacts and
methods  of  delivery  in  minutes,  not in hours  (or  days) as in  traditional
printing and fulfillment models.

M-Data initiatives

While there are ample  opportunities to seize the benefits of m-data technology,
the wireless  industry  must advance the  following  areas in order to make data
applications useful to the graphically limited devices:

*    Change the paradigm for wireless  data  applications  to suit the needs and
     expectations of the mobile user by developing an easy-to-use User Interface
     that takes  advantage of the  capabilities  of each device;  ie: J2ME, SMS,
     WAP, BREW, etc.

*    Present only  information  relevant to users.  This decreases the amount of
     information they have to read, and it increases its value.

*    Decrease  users' airtime costs.  Presenting  only relevant  information and
     using push technology will assist in this.


                                       14
<PAGE>



Beyond these  changes,  corporate  applications  need to be more  accessible  by
mobile  users.  The user must gain access to Web sites and  corporate  intranets
without  having to type long URL's,  because  typing on a phone is difficult and
cumbersome.  Setting bookmarks on the server side and pushing them to the mobile
devices  can help reduce  this  burdensome  process.  When  accessing  corporate
applications  a device  id  script  on the  server  side can  reduce  levels  of
authentication and access time.

Expect to see a number of corporate  initiatives  mobilizing their most commonly
used applications. Some of these applications will include ERP, CRM, Accounting,
and Supply Chain Management. For example, consider the following: A mobile sales
professional carries only a mobile phone (no pager, no PDA, no PC). While out of
the office,  a prospective  customer would like to check  inventory of a certain
product.  Basically, the mobile phone acts as a remote control emulator allowing
the customer to view actual inventory levels from his company's ERP application.
Using J2ME, a hybrid  interface,  some of this vital  information  can be stored
persistently on the mobile device.

With  wireless  data  services,  the mobile  professional  can give accurate and
timely  information  to  their  customers,  review  current  data to make  quick
decisions,  and  stay  in  tune  with  corporate  affairs.  Alternatively,   the
professional would have to call the office to check the status of his request or
break out a laptop and hope to get a dial-up connection, which is time-consuming
and often not practical. By incorporating certain push technologies such as SMS,
WAP 2.0,  and MMS,  the  professional  on the road could use an interface on the
phone to locate the intranet site containing the status of the order. By viewing
the parsed list of elements on the site, the executive  would set the trigger on
the order status field indicating that any change from "standard" should cause a
notification  to be sent. The server agent then would  interrogate  the selected
Web  content  on the Web page  continually.  If there was no change to the order
status field, the agent would continue to monitor. When and if the condition was
met, the phone would ring and the  salesperson  would be  presented  with a text
message  and a  click-through  URL.  This  would  enable  him  or  her  to  know
immediately of any changes in the order.  Scores of such alerts are likely to be
set by individual mobile users to address a variety of circumstances,  including
flight delays,  price  reductions,  sale  notifications,  inventory  changes and
updated  job orders.  This will help  eliminate  form factor and other  inherent
limitations  of mobile  phones  that have,  to date,  proved to be  barriers  to
pervasive wireless data services use.

Educating the Enterprise to Go Mobile

In an effort to adopt  wireless  technology  and  enjoy  the  fruits of  m-data,
organizations  face a number  of  critical,  strategic  decisions  and a host of
confusing  options.  The right  strategy  for any  organization  depends  on its
response to the following questions:

     How much market reach do I want and which  technologies must I support as a
     result?

     What is my objective for offering wireless access?  Are interactivity and /
     or m-data important to my business?


                                       15
<PAGE>



     Is there a benefit to going wireless without my brand attached?

     How much  control do I need over my  wireless  application's  features  and
     functions? Is the information secure?

     What  information  in my  existing  application  should  be  available  for
     wireless use?

Taking  an  application  wireless  involves  much more than  simply  porting  an
existing Internet site to a browser-enabled  phone.  Mobile  applications differ
greatly  from ones  created  for PCs and  laptops  because  their  users  have a
different set of needs and expectations.  Users want wireless  transactions that
are available at any time,  are  easy-to-use,  tailored  specifically  for their
requirements,   and  executable  in  minutes.   In  order  to  deliver  on  user
expectations,  developers must create a comprehensive  application  specifically
targeted for wireless devices, rather than just adding wireless accessibility to
existing web sites.

Retrieval Dynamics Solutions for Mobility

The Company provides, products,  applications and custom solutions. Based on the
successful  development  and launch of its  existing  products,  the Company has
formed a Professional Application Services Group.

The Retrieval Dynamics  Professional  Application Services Group (Team RDC) will
deliver wireless and internet  integration into usable  applications that enable
real-time information and data to enhance business processes.  The result to the
enterprise  is in new  customer  acquisition,  maintaining  existing  customers,
increasing  profit on  revenues,  and adding  new  channel  opportunities  to do
business.

The Company's core  competencies  will revolve around  providing  companies with
access to data. Data access can be achieved  through  multiple  channels such as
the internet, the PC, telephony and the wireless handheld device, RDC's approach
includes integrating all of these channels with the data source with the primary
focus on the wireless or mobile display and input of that data.

Retrieval  Dynamics focus will be centered  around mobile  technology to provide
business solutions that help SME's (small and medium sized enterprises)  achieve
a positive return on their  investment;  business  solutions that integrate with
legacy systems and core business processes;  and business solutions that harness
the unique  characteristics of mobile devices and technology to drive down costs
and deliver value regardless of location.

Mobile solution  services will range from  infrastructure,  back office,  supply
chain  (SAP),  e-commerce,  purchasing,  operations,  resource  planning  (ERP),
inventory  (S&OP),   work-in-progress,   sales  (FFA),   customer   relationship
management  (CRM),  technical  support  and  the  total  enterprise  application
integration (EAI).


                                       16
<PAGE>



Retrieval  Dynamics  key focus will be on Data and  mobility of the  information
that allows for  wireless  integration  with IBM,  SQL,  Oracle,  SAP, or legacy
databases.

The services group will utilize  best-of-breed,  state-of-the-art  processes and
technology in  Implementation,  minimizing time for  application  deployment and
reduced cost of application design, development, testing, and integration.

Retrieval  Dynamics   Professional  Services  team  is  experienced  in  helping
customers  realize the full  potential  of our  applications  and custom  mobile
solutions  by  providing  a range of  services  to  enhance  the  quality of our
software and minimize the risks  involved in the deployment  process.  Retrieval
Dynamics  Professional  Services team design mobile  applications that integrate
with a variety of business processes and vertical markets, such as:

*    Mobile portals
*    Mobile  supply  chain  management  Mobile  travel  management * Field force
     automation
*    Customer  relationship  management Mobile retail and sales solutions Mobile
     Healthcare solutions

Retrieval Dynamics  Professional Services team will provide their customers with
a total mobile solution. These solutions are comprised of mobile strategy design
and consulting, custom application development, and the selection,  procurement,
and   provisioning   of  the  mobile  devices  and  networks.   Our  established
partnerships with the industry's  leading edge device  manufacturers and network
operators   will  allow  us  to  provide  the  most   cost-effective   and  best
technological turn-key solution for any business.

The Company's applications are based on their technology platform referred to as
HORIZON.  This technology  platform will enable the Company to rapidly implement
enterprise solutions.  Currently the Company has developed are five (5) software
solutions for mobile data technology.

An  important  part of being  successful  in business is the ability to leverage
one's core  competencies.  Retrieval's will be the ability to bring many best of
breed wireless  technologies and offer our customers their collective  benefits,
seamlessly  under one  platform  that we call  HORIZON.  Retrieval  Dynamics  is
aligning itself with industry  leaders to form  partnerships  with companies who
understand  our ability to extend  their sales  forces and  creating  additional
revenue streams.

For a  wireless  application  to be  successful,  it  must be  developed  from a
multi-channel  perspective  and not from the  viewpoint of the any single mobile
appliance.  Implementing  the mobile  solution on a platform  with an  XML-based
architecture is a critical success factor.  XML is important because it provides
a standardized  format and data description that can then be transformed to meet
the constraints of a wireless (or other) device.  By utilizing XML, the data and
business  logic can be separated  from how it is  presented.  A robust  wireless
solution  should also  include the ability to use other  interfaces  and formats
(such as HTML, JDBC, or SQL) to access data sources and create XML.


                                       17
<PAGE>



Moreover,  the mobile application should be developed  utilizing a platform that
leverages the existing  wireline  application  infrastructures  and the business
logic they embody. This platform  architecture should be designed to accommodate
the evolution of existing channels and devices.  RDC's HORIZON platform includes
a wireless  application  gateway that utilizes an XML  conversion  from the data
sources by rendering it to the wireless  devices via XSL style sheets  developed
around a device's graphical specifications.

The HORIZON Platform and the RDC's RAD3 (rapid application design,  development,
and  deployment)  methodology  can be used to create a wireless  bridge  between
corporate mobile users and  business-critical  and time-sensitive  applications.
The technology can also be used to extend  existing  e-commerce  capabilities to
business  partners  operating  within a company's  supply chain,  and target the
benefits of these systems to a variety of non-PC mobile devices.  The whole idea
is to bring the  customer  closer to the core  business  process and in doing so
establish  a  comfort  level  that  enhances  the  entire  wireless  transaction
experience.

The Company's current  application  offerings are Qxprint(TM),  DocLYNX(TM) Lite
for the Real Estate Professional, GoFigure(TM) , QxView and DocLYNX7(TM)

Qxprint(TM)

The Company's  initial product,  Qxprint is a wireless  handheld CRM application
that  allows  mobile  professionals  to  perform  common  business  transactions
anywhere.  By setting up an account  on the  Qxprint.com  website,  the user can
upload  and manage  their  Outlook,  Act!,  and Palm  contacts  and all types of
printable  files thus allowing the mobile user to merge new and stored  contacts
to their secure pre-defined documents stored in their private directory.  With a
simple execute command from the handheld device,  the information can be sent to
the user's desired contact via e-mail,  fax or to the  Print-On-Demand  facility
for a mailed hardcopy. Next, a return e-mail confirmation receipt is immediately
sent to the user notifying them of a successful  transaction.  Most  importantly
the Qxprint  transaction will work on virtually any wireless appliance including
the RIM and Motorola 2-way pagers, WAP phones, Palm OS devices, and the assorted
Windows CE and PocketPC devices.

Qxprint allows  Web-enabled  users to manage the  distribution of their business
documents from their Internet-enabled wireless device, at any time of the day or
night. The technology  prevents the user from having to constantly return to the
office to print out or retrieve  necessary  documents and send them out. It also
is designed to free the individual  from the  frustrations of relying on support
staff  with  limited  hours  and  capacity.  And that  means  more  time for the
professional  to spend on the  road  with  their  customers,  and more  results.
Qxprint allows the user to:

*    Store letters, agreement forms, contracts,  informational literature,  sell
     sheets,  brochures,  or any documents  important to a business in a private
     folder  in the  Qxprint  database,  along  with  a  directory  of  contacts
     including existing and potential customers.
*    Access your  Qxprint  virtual  desktop from any  Internet-enabled  wireless
     device.


                                       18
<PAGE>



*    Choose  documents  to be sent out and the  appropriate  contact to send the
     document  to.  Edits can be made to the  contact  directory  and  customize
     letter-formatted documents by merging contact information.
*    Choose  e-mail,  fax,  U.S.  Postal  Service  or Federal  Express  Priority
     Overnight delivery.
*    Receive confirmation of each transaction via e-mail.
*    Qxprint  registration  and the  uploading of the  documents  for storage is
     free. Users pay only for their transactions.

Qxprint is our entry  point into  corporations.  By  enticing  companies  to use
Qxprint, Retrieval Dynamics is offering a "risk-free" wireless solution that can
help educate mobile professionals and help the company position itself to extend
other  applications to their mobile workforce.  Retrieval  Dynamics thus becomes
the wireless expert that will help companies adopt m- data solutions.

DocLYNX(TM) Lite

Because   e-mail/SMS   technology  is  so  prevalent  in  wireless  data  today,
application  developers  should leverage this technology  framework in designing
and  developing  new  applications.  Companies  have been able to use  e-mail to
gather and forward information for the last several years.  Information received
via e-mail is often used in other  applications.  To transfer  information  from
e-mail  messages to other  applications,  one has to parse and process it first.
Manual processing of messages requires much time and effort, and errors are very
probable with it. An e- mail parser makes messages processing more effective, as
it  allows  to parse  data,  process  it,  and  transfer  to other  applications
automatically.

A compelling  example of developing  wireless  applications with this technology
can include using an e-mail  parser to retrieve and view  database  information,
files, or content stored on servers.  The parser can be used to do the following
jobs  automatically:  processing  of order forms  received  via e-mail,  sending
replies to clients,  filling order  databases,  sorting and  redirecting  e-mail
message flows, compiling mailing lists,  maintaining statistics of any kind, and
saving  back-up  copies  of  important  messages.  This same  technology  can be
developed  for SMS which uses both SMTP,  the standard  e-mail  protocol and the
newer SMPP.

DocLYNX Lite is being marketed under the name "Mobile Listing Advantage".  It is
a hosted wireless  application  targeting the real estate  professionals  namely
agents,  brokers,  and appraisers.  DocLYNX Lite is an extremely easy to use and
powerful  application that allows portable access to the MLS database with their
2-way pagers, cell phones, or wireless PDA's.

This  product,  DocLYNX  Lite  works with any  e-mail or SMS  enabled  device to
provide real-estate professionals real-time access to the MLS database.  Through
a 2-way  pager or SMS  phone,  the user can  e-mail an MLS  search  query to the
DocLYNX.com e-mail server which will parse the specific  information back to the
device in the form of an e-mail or text message. In this particular application,


                                       19
<PAGE>



RDC is the  application  service  provider  combining a web-based  interface and
e-mail parsing technology for the wireless device. The end-user,  in this case a
real estate  agent,  would visit the  www.doclynx.com  website and  register for
service.

Because DocLYNX Lite is integrated with the Multiple  Listing Service  database,
the  registration  process will verify that the user is an actual licensed agent
or broker.  After  registration,  the  realtor is  assigned a secure user id and
password to enter the  protected  area of the website.  This  includes a general
"Account  Management"  page  where  the user can  change  billing  and  personal
information;  a "Request  History" page that displays all requests made from the
mobile device to the server so the agent can alleviate the hassle of re-querying
the MLS database  when they are on their PC; and a "Manage  Request"  page which
allows the user to customize the output or content sent to their  device.  After
customizing their web interface,  the agent can then begin to use their wireless
devices from the field to access real-time MLS data.

This application  utilizes the simplicity of e-mail protocols.  Passing commands
through  e-mail or SMS provides all the user  functionality.  After a command is
sent from the pager to the DocLYNX Lite  server,  it will be  interpreted  and a
response  sent back to the  pager in a  pre-defined  format.  This  common  off-
the-shelf parser is integrated  through  scripting  languages based on Microsoft
Active Scripting  technology - JavaScript and VBScript with an SQL database that
pulls directly from the MLS database. The parser in this case downloads messages
from the DocLYNX Lite mail servers and processes  them using a list of rules set
up by on the  website  and  the  query.  These  rules  consist  of  filters  and
processing components.  When downloading a message, the parser checks whether it
is to be processed or not using filters. If the message is to be processed,  the
parser adds it to processing  queue. Upon completion of the working session with
a mail server,  the parser  processes all the messages in the queue.  Processing
components are used to parse, modify, and store data from messages.  In the case
of DocLYNX  Lite,  all  responses or messages will reflect the most recent real-
time MLS data. An additional "drill-down" feature incorporated into this product
allows clients to use the "Reply" e-mail function to find additional information
in the MLS database, such as a more complete listing of the specific real-estate
property.

Retrieval  has  become  a  Sub-Dealer  for RIM  (Research  In  Motion)  allowing
Retrieval to bundle  DocLYNX Lite on the popular  BlackBerry  Handheld  Wireless
device.  Along with the hardware,  Retrieval  also offers  network  connectivity
through national carriers such as VoceStream, AT&T and others.

GoFigure(TM)

GoFigure  Enterprise Edition is a fully integrated mobile sales force automation
software  application  designed  to  work on the  new  RIM  BlackBerry  handheld
devices. This application, which resides behind the corporate firewall, combines
the simple and  efficient  Java 2 Micro  Edition with a scalable  robust  server
based  application  that  can  extract  and  manipulate  sales,   marketing  and
manufacturing  data stored in corporate  databases or in an ERP  system.GoFigure


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allows the mobile sales professional to have real-time,  intuitive mobile access
to  business   critical   information  and  product  data  that  enhances  sales
opportunities, increases customer satisfaction and grows revenue faster and more
profitably.

The  GoFigure   Enterprise   Edition  solution  is  targeted  at  manufacturing,
distribution, construction and service industries. GoFigure is sold in either an
ASP solution or as an enterprise  server package with an annual per seat license
and maintenance fee.

Java offers  specific  advantages for wireless  users. It enables users to store
information on the handheld  without  having to access a wireless  network every
time the same information is needed.  Java also provides a feature-rich and open
development platform for creating new applications.

Features:

*    Generate  a  sales  quotation  for a  specific  customer  that  can be sent
     real-time  via fax or email from the mobile  device.  * Check  pricing  and
     inventory on any product or part.
*    Calculate multiple items with a discount structure to quote a multi-product
     price.
*    Integrate  with supply chain  management  software to quote  lead-times and
     quantities of parts back-ordered.
*    Quote recall  functionality.  Previously created quotes can be accessed for
     reference on an as-needed basis.
*    View  company or product  wide sales  promotions.  Send  company or product
     literature via email or fax.
*    Sales  promotion  listing  alert.  Receive  instant  alerts  when new sales
     promotions and special product offers are released to the field.

Benefits:

*    Increases  customer  satisfaction  through the  immediate  facilitation  of
     answers to critical questions on products, pricing and order status.
*    Improves  effectiveness  through access to customer and product data at the
     point of customer contact.
*    Automates repetitive tasks, allowing the sales force to focus on generating
     revenue rather than on operational processes.
*    Contributes to company  profitability  through  increased  productivity and
     shortened sales cycles.

QxView

QxView is a small  "client"  application  that allows you to view  virtually any
email attachment on your BlackBerry handheld.  The QxView Mobile Reader supports
corporate  document  formats such as MS Word,  MS Excel,  MS  PowerPoint,  Corel
WordPerfect, Adobe PDF, HTML and ASCII text, and more. It also features a GO URL
command  that allows you to retrieve  the content  from any web site and have it
presented in the Mobile Reader.


                                       21
<PAGE>



Features:

*    Search Document: Query document for key words, paragraph headings, or table
     of contents.
*    Fax Attachments: Redirect your attachment to any fax machine for printing.
*    Optimized for the  BlackBerry:  QxView was developed  specifically  for the
     BlackBerry device for maximum performance.
*    Automatic formatting: Auto-formatting for optimized display on your device.
*    Multiple  forwarding  options:   Forward  attachments  to  your  BlackBerry
     automatically, upon request, or based on specific content.
*    Hosting  Options:  Application  can be  hosted  by  RDC,  or run  behind  a
     corporate firewall.

Benefits:

*    Increased mobility, productivity and response time
*    Immediate access to all your e-mail attachments
*    Support for multiple document types
*    One step automated forwarding
*    Load and save converted  attachments for immediate  viewing * Direct access
     to specific parts of the attached documents

DocLYNX7(TM)

DocLYNX7(TM)  will  provide  the  mobile   professional  with  a  wireless  data
application  and/or  information  tool that is  capable  of  interfacing  with a
variety of networks,  operating  systems and platforms,  thereby  minimizing the
complexity associated with wireless networks.

The  DocLYNX7(TM)  is a suite of  vertically  specific,  but  scalable  services
bundled  in a client  application  with an  application  server  which  provides
wireless access to shared information. The DocLYNX7(TM) documentation is easy to
use,  having  been  written  by  writers  and  end-users  rather  than  software
designers.  DocLYNX7(TM) is explained in exceptionally  clear and understandable
terms.  The key is the Company's  user-defined  interface.  The Company believes
that the mobile  professional has never had such  capabilities in an easy-to-use
tool.

Many products on the market today can help  professionals  to perform their jobs
better. There are Personal Information Managers, schedulers, collaboration tools
and any number of other  applications  that could be of use, but few people have
the time and  patience  to learn how to use  them.  Most  people  end up using a
fraction of what is available  and benefit from only a fraction of the functions
of those tools they do use.  Additionally,  people seldom learn their tools well
enough to use them together to help them most efficiently achieve their goals.

DocLYNX7(TM)  has  addressed  this problem by  providing  many useful tools in a
single,  simple,  integrated interface:  email,  calendar,  scheduling,  picture
capture and retrieval, forms processing, document warehousing, collaboration and


                                       22
<PAGE>



more, all from within the same interface and all just a click away.  This allows
the user to learn  one (1)  methodology  for  performing  several  tasks,  which
increases efficiency and effectiveness and reduces learning time. Each component
of  DocLYNX7(TM)  has been built to work with every other  component  to provide
seamless sharing of information and functionality between all components.

Common  tasks  such as  sending a document  to a client or  associate,  faxing a
proposal or listing a new property have been automated by the use of intelligent
wizards.  These wizards step the user through each phase of the process to allow
them to  accomplish  their  goals as  easily as  possible.  The  integration  of
technologies is what makes DocLYNX7(TM) unique in the technology marketplace.

DocLYNX7(TM)is still in development.

Status of Publicly Announced Products and Services

Qxprint[TM]:  Version 1.0 released  January 19, 2001.  Version 1.5 released June
27, 2001 and is currently on the market.

DocLYNX7[TM]:  Version 1.0 released  October 23, 2001 is currently in continuing
development  and is  being  sold to the  real  estate  industry  and it has been
packaged  in a new  product  called  Mobile  Listing  Advantage,  which is being
offered to RIM and Re/Max under the proposed agreements.

Competition

Retrieval's competition varies depending on the product/service offering.

*    GoFigure: Indirect competitors: Siebel, Pivotal, SalesNet, SalesForce.com
*    DocLYNX Lite: PocketRealEstate.com, Supra Interlogix
*    Qxprint: File Fish, AirEight, XDrive, GoAmerica
*    QxView: Onset Technologies, Itrezzo, PrinterOn
*    Custom  Applications:   Aether  Systems,  Air2Web,  Everypath,   iAnywhere,
     Hiddenmind

Sources and Availability of Raw Materials

The materials and equipment  needed to produce the Company's  software  products
are widely  available from numerous  third parties.  No shortage of materials is
expected in the foreseeable future.

Dependence on one or few customers

The Company will rely heavily on its  customers'  preferences  to best determine
the products  which will be produced.  The  commercial  success of the Company's
products  will depend on its  ability to predict  the type of product  that will
appeal to a broad spectrum of the populous and will be affordable.  Although the
Company plans to test market their products prior to their release, there can be
no assurance that the Company will be able to predict the appeal of its products


                                       23
<PAGE>



before their  production.  Considerable  expense is expended on production costs
before a product can be test marketed. Therefore, although a product which tests
poor can be  scrapped  before  additional  expense is incurred  associated  with
release including  marketing and distribution,  the Company may have to bear the
expense of production of some  products,  which may never be released.  This may
have a material adverse effect on the Company.

Research and Development

The Company believes that research and development is an important factor in its
future  growth.  The software  industry and data  storage and  transmission  are
closely linked to the latest technological advances. Therefore, the Company must
continually  invest in the technology to provide the best quality product to the
public and to  effectively  compete  with other  companies in the  industry.  No
assurance  can be made that the Company will have  sufficient  funds to purchase
technological advances as they become available.  Additionally, due to the rapid
advance  rate at which  technology  advances,  the  Company's  equipment  may be
outdated  quickly,  preventing  or impeding the Company from  realizing its full
potential profits.

Patents, Copyrights and Trademarks

The Company intends to protect its original  intellectual property with patents,
copyrights and/or trademarks as appropriate.

Retrieval  Dynamics,  DocLYNX[TM],  Mobile Listing  Advantage(TM),  Qxprint[TM],
Qxprint+[TM],  eWASP[TM], NIMBLE[TM], Wappyhead[TM] and "partnering the powerful
with the personal[TM]" are trademark protected.

A patent has been applied for DocLYNX and is currently pending

Business Strategy

The Company's business strategy,  which is dependent upon its continuing to have
sufficient  cash flow from operations  and/or  obtaining  sufficient  additional
financing with which to enhance the  commercialization  of existing services and
future products, is to be a niche provider of eWASP(TM) technology  ,information
management  tools and products by using the  expertise of its staff in providing
solutions for the enterprise and application development. The company has signed
agreements with RIM (Research In Motion) allowing them to be an ISV (independent
software vendor) partner as well as becoming a RIM Sub-Dealer for their new line
of wireless  handheld  hardware.  The ISV agreement  allows RDC to receive early
hardware,  software updates as well as co-marketing  opportunities  and customer
leads.  The Sub-Dealer  agreement allows RDC to bundle their solutions with both

                                       24

<PAGE>


hardware  and  network  allowing  RDC to  offer a  "Bundled  Solution"  to their
enterprise customers.  Under the RIM Sub-Dealer agreement RDC has the license to
resell time on the T-Mobile  wireless  network as well as resell other  products
offered by T-Mobile.  These  agreements  create a "Virtual  Sales Force" for RDC
with  hardware  leads  coming  from  RIM  and  development   leads  coming  from
T-Mobile.The  Company is in the process of vertically  positioning  Qxprint as a
back office  tool which will  enable  clients to send  documents  from  wireless
devices in real-time  through  print,  fax or e-mail.  DocLYNX Lite for the real
estate  professional,  having  been  launched in October  2001,  is in the early
stages of marketing.  GoFigureis  being marketed as a CRM  application to select
enterprises.  DocLYNX7,  is  still in  development  as a 3G  (third  generation)
software.  It will  provide  the  mobile  professional  a data  application  and
information  tool,  bundled with vertically  specific  functionality  offering a
complete  wireless  solutions  for their  business  needs.  The Company seeks to
maximize its  recurring  revenue  stream  initially by extending  its  eWASP(TM)
services  to a variety of  professional  vertical  markets  and custom  wireless
application  development.  Its objectives for its software  applications include
the following key elements:

     *    provide custom wireless solutions
     *    provide bundled solutions
     *    sell the  Company's  applications  in many  vertical  markets,  as the
          market for wireless technologies is developing
     *    build   subscription   base  for   DocLYNXLite  for  the  real  estate
          professional
     *    maintain  Qxprint as a  horizontal  wireless  application  marketed to
          mobile sales professionals
     *    develop  niche  vertical  markets for Qxprint and GoFigure  enterprise
          editions
     *    pursue marketing  opportunities which allow the Company to develop the
          market   presence  needed  to  support  sales  goals  and  to  attract
          developers of new products and services
     *    maintain and  strengthen  strategic  relationships  with suppliers and
          customers
     *    focus on providing  quality  products,  applications and services,  in
          addition to support and development after the sale
     *    utilize  expertise in management to deliver products and services in a
          timely manner, control costs and manage budgets
     *    pursue  selective  partnerships to expand the Company's  capabilities,
          products and services

To enhance the companies  technology  knowledge base and help serve the wireless
community  the company  will launch and  maintain a  developers  web site called
eWasp.org. eWasp is a registered trademark of the company.

eWasp is an  electronic  community  dedicated  to helping  wireless  application
developers  by  sharing  tips,  techniques,  code and  knowledge.  The site will
contain a  discussion  board,  knowledge  base,  technical  articles and an ever
growing  library of code all geared  specifically  for the wireless  development
industry.

eWasp is a free site administered for, and by, wireless professionals and is not
directly affiliated with any wireless manufacturers.  In this way, eWasp can and
will quickly evolve along with the ever-changing wireless industry.

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<PAGE>


The Company's  revenues to date are marginal and it is therefore  entirely based
upon its capital  raising  activities.  Future revenues are expected to be based
upon license fees for GoFigure and QxView,  subscriptions,  and transaction fees
of its Qxprint and DocLYNX Lite  products,  hardware and network  sales,  custom
wireless  solutions,  as well as additional monies received as a result of sales
of the  Company's  Common  Stock.  The  Company's  revenues are dependent on the
volume of sales from its products it provides.

Revenues from sales are  recognized  in the period in which sales are made.  The
Company's  gross  profit  margin  will be  determined  in part by its ability to
estimate and control  direct costs of production and shipping and its ability to
incorporate such costs in the price charged to its distributors.

Marketing and Distribution

The  integration  of  wireless  networks  with the  Internet  combined  with the
convergence of "smart" mobile devices incorporating  newly-designed web browsers
and  operating  systems  that  will  accommodate  third-party   applications  is
anticipated to drastically  change the way people around the world conduct their
businesses  and  utilize  their  leisure  time.  The  strongest  user demand for
wireless  Internet  services comes from three (3) categories:  e-mail messaging,
World Wide Web browsing,  and pull content (also known as Web clipping).  Of the
three,  e-mail  messaging is the most critical.  Workers rely on e-mail and want
access to it all the time, even when they don't have access to a phone jack.

Other  popular   applications  for  the  mobile  professional  include  document
retrieval,  print and fax on demand,  voice recognition,  video conferencing and
personal information  management.  Vendors have developed new portable computing
devices at breakneck  speed.  Wireless data currently  allows customer  service,
sales executives and other members of the team to perform where customer demands
dictate and with minimal restriction.  This should be a key revenue producer for
companies  with one hundred (100) or more  employees  and should  provide a wide
marketing opportunity for wireless equipment,  wireless applications development
and wireless services.

Retrieval Dynamics Corporation's  marketing plan is to provide a total "Bundled"
solution  to the mobile  professional.  The Company is  positioning  itself as a
vertical centered Wireless Product, Application and Solution Provider. Also, the
company will continue to develop  multi-platform  applications to benefit mobile
professionals as well as resell wireless hardware and network.

The Company's  objective for the horizontal version of Qxprint is to achieve ten
thousand  (10,000)  customers  in 2003,  seventy  percent  (70%)  from  internet
marketing and thirty percent (30%) from basic marketing.  A major effort will be
made for vertical  penetration  into the areas  including  the  distribution  of
safety data  sheets  such as chemical  and  hazardous  materials.  Revenue  from
Qxprint  vertical  solutions  are  based  on  modification,   customization  and
licensing fees.

DocLYNX  Lite  for the  real  estate  professional  is  target  marketed  to MLS
(multi-listing services) and real estate professionals.  The company is actively
perusing  license  agreements based on a revenue share model with individual MLS
boards  and  other  MLS  data  aggregators  as  well  as  national  real  estate
brokerages.  Once agreements are in place the company will partner with each MLS
source to market directly to the realtor.

                                       26

<PAGE>


There are approximately  750,000 active real estate  professionals in the United
States today. Retrieval is targeting DocLYNX Lite to the largest MLS's through a
program called "Multi Listing  Advantage" and plans to have a penetration of 10%
of the market by fourth  quarter  2003.  The Multi  Listing  Advantage  is being
marketed by Retrieval, RIM and channel partners.

The  Company's  strategy  is to become a  dominant  provider  of  wireless  data
applications  and  information   management   solutions  by  using  management's
expertise and knowledge of information  management;  aggressively  promoting the
Company's  products  through direct sales,  advertising,  Internet  branding and
trade show marketing, and forming strategic alliances with key industry leaders.
The Company  seeks to maximize its recurring  revenues by providing  monthly ISP
and wireless  services  for its  applications  along with site  licenses for its
enterprise  editions.  Management  also plans to enter new  domestic and foreign
markets by expanding into other vertical and horizontal markets,  increasing the
number  of  our  channel  partner  relationships  and  fostering  new  strategic
alliances.

Keys to meeting our strategic marketing objectives include the following:

Provide a bundled solution: The company will continue to build its relationships
with  hardware  manufactures  as well as  network  carriers  to be able to offer
"One-Stop-Shopping" for its enterprise and consumer applications.

Build  critical  mass:  The  Company  must  build a  branding  strategy  through
aggressive promotion of its vertical market based applications. This can be done
through  advertisements  in various trade specific  magazines and websites.  The
Company plans to  participate at several trade shows where  representatives  can
demonstrate  Company  products and services.  The Company's  marketing  strategy
includes press releases on new developments along with speaking  engagements for
top managers to promote and build brand awareness. Also the Company may seek the
expertise of a large public  relations  firm to build top of mind  awareness not
only in its vertical markets, but also the investment community.

Develop the market for existing and new products for mobile  professionals:  The
Company's  initial  focus is to meet the needs of the mobile  professional.  The
Company will focus on the sales  professional  who understands the value of real
time  information and the ability to share that  information with their clients,
colleagues  and  offices  in a timely  manner.  The  Company  plans to develop a
complete solution,  which includes the software as well as the platform on which
to drive  customer  information  needs.  The Company  plans the  development  of
additional  services,   which  will  expand  and  enhance  the  capabilities  of
DocLYNX7,GoFigure   and  Qxprint  These  enhanced  functions  will  empower  the
Company's   professional   clients  to  use  information  more  efficiently  and
effectively.

Expand into new industries:  Management believes that it can apply the Company's
information  management  solutions  and  wireless  applications  in any  market,
including,  but not  limited  to,  real  estate,  financial,  insurance,  alarm,
construction,  industrial  and  legal.  Additionally,  the  products  are easily
adaptable to horizontal  markets including  traditional  industrial  businesses,
manufacturing and distribution.

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<PAGE>


Pursue channel partners,  direct response marketing, and strategic acquisitions:
The Company intends to market its products  through  channel  partners who share
Company goals and values,  direct marketing  efforts and traditional  marketing.
Additionally,  the Company is seeking  strategic  alliances  with  companies who
could provide the Company access to their databases.

Develop our  customer  base and  strengthen  the  DocLYNX,  Qxprint,  QxView and
GoFigurebrands  through  enhanced  sales and marketing  promotions:  The Company
intends to be aggressive in its marketing mix by promoting the DocLYNX, Qxprint,
QxView and GoFigure brands as well as its HORIZON platform.  The Company intends
to target DocLYNX7 in the real estate industry,  property management,  financial
services, alarm, insurance,  construction, etc. Initially, Company plans include
a continued  testing phase which should allow  management to collect and analyze
customer  feedback.  With this  information,  it hopes to  formulate a print and
Internet  advertising  campaign along with  presentations  and exhibits at trade
shows to generate top of mind awareness targeted to the mobile professional.

Develop an in-house  marketing  communications  and  customer  support  program:
Company marketing staff has developed  marketing and sales literature along with
a demonstration  tools that support both direct sales and customer support.  The
Company  websites  are  scheduled to be  constantly  updated to show most recent
developments and partnerships.

The Company will strive to offer the best customer service possible by providing
solutions  and answers in a timely  fashion.  The company has staffed a customer
service  department and will use automate e-mail  responses for common questions
or problems.  To achieve  long-term  success,  the Company must strive for other
elements:  superior  customer  service,  customization of products and services,
interactivity and maximum buying convenience.

Maintain and strengthen our strategic  relationships with suppliers:  Building a
successful  business requires strategic  initiatives that will provide potential
customers,  help to enter  into new and  targeted  markets,  develop  and affirm
credibility in the market place, generate name recognition, align with reputable
and well known or established  companies with  significant  customer bases,  and
enlist   technologies  that  supplement  existing  or  in-house  technology  and
applications.  It is critical to build a "spider web" in strategic alliances and
partnerships.  Just as the spider, when weaving a web, it starts with one strand
then begins to build the total web.  Rarely does the spider catch anything until
the web is  completed,  so that is the  strategic  plan for  Retrieval  Dynamics
Corporation  to build a solid  base of  partnerships  and  alliances  to  better
position the company for growth and profitability.

Strategic  positioning  and planning  are  critical  for a successful  business,
whether a startup or for an established  company.  In order to accomplish  these
goals,  strategic  partnerships  provide  critical  supplementation  of existing
products,  services  or  technologies.  These  partnerships  and  the  strategic
positioning  enable  Retrieval  Dynamics   Corporation  to  provide  robust  and
successful   applications   at  a  faster  rate  to  meet  market  and  customer
expectations.  Building this  strategic  positioning  and moving to create these
partnerships is a key to success for a global mobile application developer.

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<PAGE>


Hardware  manufacturing  partners such as RIM provide  valuable  leads and sales
support creating a virtual sales force for the company.

Partners/Industry Relationships

RIM's portfolio of  award-winning  products  includes the family of RIM Wireless
Handhelds(TM), the BlackBerry(TM) wireless email solution, embedded radio-modems
and  a  suite  of  software   development  tools.  RIM  Wireless  Handhelds  are
revolutionary  communication devices that allow mobile professionals to send and
receive  email  wherever  they go. All RIM  handhelds  incorporate  breakthrough
wireless technology to deliver simple,  mobile email access.-based  company with
proven  technologies  and a history of  developing  breakthrough  wireless  data
solutions. At the core of RIM's products is leading-edge radio technology.  This
technology   has  been   incorporated   into  all  of  our  products   including
award-winning RIM Wireless Handhelds and industry-leading radio modems.

Retrieval  Dynamics  Corporation  has become an ISV Solutions  Alliance  Program
partner  as  well  as  a  RIM  Su-Dealer.  This  brings  to  Retrieval  Dynamics
Corporation co- marketing opportunities and Blackberry  certification as well as
the  opportunity  to resell RIMs line of  products.  This will lead to increased
customers,  as Blackberry users are a targeted  wireless  audience  representing
early  adopters of wireless and  technology.  RIM will pull  Retrieval  Dynamics
Corporation  into  many new  niche  markets,  as they are  looking  for  content
providers  and being  certified,  Retrieval  Dynamics  Corporation  will receive
referrals to wireless application development opportunities.  The RIM Sub-Dealer
program will allow the company to offer a  "Bundled-Solution"  to its  customers
and increase revenues through hardware sales.

T-Mobile  USA is Based in  Bellevue,  WA, and is a leading  provider  of digital
wireless  communications  in  the  United  States  with 7  million  subscribers.
T-Mobile has experienced significant growth over the past year, T-Mobile and its
affiliates now offer service in 20 of the top 25 wireless markets. T-Mobile uses
and  operates  the  Global  System for Mobile  (GSM)  communications  technology
platform,  which is the  established  standard in most countries  outside of the
United  States.  Adopted by 158  countries,  GSM accounts for  approximately  70
percent of the total digital wireless market. T-Mobile is the only U.S. wireless
telecommunications  provider  with a national GSM wireless  technology  network,
which gives  customers the choice of using their T-Mobile  number when traveling
internationally  and  supports  roaming  capabilities  for other  GSM  customers
traveling to the United States. T-Mobile operates on the business proposition of
providing customers the best value in wireless service. "GET MORE" is T-Mobile's
promise to  customers to provide more  minutes,  more  features and more service
than any other wireless provider in the markets they serve.  Retrieval  Dynamics
is an authorized dealer for both voice and data plans provided by T-Mobile

Sprint PCS is the largest  wireless  network  carrier in the United  States with
close to 2 million wireless subscribers.  They also represent one of the largest
wired  telecommunications  companies in the United  States.  Retrieval  Dynamics
Corporation  has finalized an agreement  that places the Qxprint  application on

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<PAGE>


the Sprint PCS wireless devices and be included as a certified application. This
will immediately  bring access to a targeted  wireless  population and potential
customer base. This application and  relationship  will also allow us more quick
and direct access for other content  applications  to be delivered to Sprint PCS
and their growing wireless customer base.

MethodFactory   is  a  software   design,   development  and  integration   firm
specializing  in the  delivery  of  technology  based  solutions  to  real-world
business  challenges.  They utilize a proven  methodology to integrate  existing
business   processes  and  systems  with  technology   solutions  that  increase
efficiency, reduce overhead and maximize your ability to better communicate with
your business partners and customers.  There has been a great  relationship with
MethodFactory,  since the initial development of Qxprint, as they were strategic
developers for the web interface.  The continued  relationship  has lead to them
being an integral part of our out-sourced  services.  Current  negotiations  are
underway to provide  website  hosting for them and their  customers,  which will
provide a base for our WASP.  It will also help in capacity  utilization  of the
existing Retrieval Dynamics Corporation facilities.

PrinterOn  provides simple and secure Internet printing  solutions that help you
communicate smarter, faster, better than ever before. With this alliance (Letter
of Intent)  subscribers  of Qxprint can send your documents from any computer or
wireless  Internet-enabled  device to virtually any printer in the world.  Thus,
this  alliance  provides  a broader  range of user  options  of  Qxprint.  Since
PrinterOn is headquartered in Canada, it provides an entry vehicle for Retrieval
Dynamics  Corporation  to enter the wireless  application  market  place,  which
enhances the globalization of the company and product-line.

Motorola is one of the largest device and system providers  globally,  competing
primarily  with  Nokia,  and  Ericsson.  Motorola  is also a  global  leader  in
providing integrated communications solutions and embedded electronic solutions.
These include: Software-enhanced wireless telephone, two-way radio and messaging
products and systems,  as well as networking and Internet-access  products,  for
consumers,   network  operators,  and  commercial,   government  and  industrial
customers.  End-to-end  systems for the delivery of  interactive  digital video,
voice  and  high-speed   data  solutions  for  broadband   operators.   Embedded
semiconductor   solutions  for  customers  in  the   networking  and  computing,
transportation,  wireless  communications and digital  consumer/home  networking
markets. Embedded electronic systems for automotive, industrial, transportation,
navigation,   communication  and  energy  systems  markets.  Retrieval  Dynamics
Corporation has earned  Motorola  certification  for the Qxprint  application as
well as signing the Motorola  contract to allow  Motorola to  demonstrate  their
devices Retrieval  Dynamics products and technology.  In addition,  negotiations
are in  process  to  become  a  certified  development  partner  for  Motorola's
enterprise   application   group.   This  will  provide  sales  and  development
opportunities to expand the out-reach of in-house sales and marketing. This also
provides an entry into testing facilities for application feasibility and robust
capability.

An agreement is being  finalized with Armando A. Mann of AldeaX Group, to act as
the exclusive agent of Retrieval Dynamics Corporation for Argentina and Uruguay.
He was the past president of the South American Telecommunications  Association,

                                       30

<PAGE>



which represents 52 different  network  carriers.  Mr. Mann brings with him many
years  of  telecommunications  experience  and  also  offers  a head  start  for
Retrieval Dynamics  Corporation entering the Latin American market place. Again,
wireless acceptance is more rapid in Asia, Latin America, and Europe then in the
USA.  We expect  other  opportunities  within  Latin  America  to come from this
relationship.

An agreement has been finalized with L.T.  Fiore,  Inc. to act as our consultant
to the alarm industry.  Louis Fiore is the past president of the Central Station
Alarm Association and has spent his career in the alarm industry. Mr. Fiore will
represent the companies' offerings to his many contacts in the alarm industry as
well as gather requirements for future application development.

The  SARASOTA   ASSOCIATION  OF  REALTORS(R),   INC.  is  a  trade   association
representing nearly 2100 REALTORS(R) in Sarasota and Sarasota County. As members
of organized real estate,  REALTORS(R)  subscribe to a strict code of ethics and
have access to numerous services and programs to enhance their  professionalism.
Educational  programs and seminars help members gain new skills and professional
designations. Regular meetings provide opportunities for networking. In addition
to these  programs,  the SARASOTA  ASSOCIATION  OF REALTORS(R)  INC.  offers its
members a variety of business tools -- from the Multiple Listing Service, market
statistics, and publications with current real estate information to training in
cutting-edge   technology.   Retrieval  Dynamics  Corporation  has  joined  this
organization  to  help  in its  development  of the  Real  Estate  DocLYNX  Lite
application.  It is critical to understand  the  inner-workings  of the Board of
Realtors,  therefore this organization provides an entry into the activities and
database  for  future  up-  selling  opportunities  and  development.  Retrieval
Dynamics  currently has an agreement  with SARASOTA  ASSOCIATION  OF REALTORS(R)
INC. to access property information.

The TUSCON  ASSOCIATION OF REALTORS,  INC.  Retrieval  Dynamics currently has an
agreement  with  TUSCON  ASSOCIATION  OF  REALTORS(R)  INC.  to access  property
information.

The VENICE  ASSOCIATION OF REALTORS,  INC.  Retrieval  Dynamics currently has an
agreement  with  the  VENICE   ASSOCIATION   OF  REALTORS  to  access   property
information.

Microsoft provides a directory of wireless developers.  Being a qualified member
of this  directory  we have access to  development  tools,  and PR. RDC wireless
applications and ASP is on a Microsoft platform and uses its gateway.  Retrieval
Dynamics  Corporation is a complete end-to- end Microsoft  wireless and Internet
solution platform.

Casio has made  Retrieval  Dynamics  Corporation a resale  partner for their PDA
devices and provide discounts on device hardware. Retrieval Dynamics Corporation
will also receive coop dollars for coop  marketing and  advertising  promotions.
This will allow us to offer  complete  wireless  solutions  that include  device
recommendations.

IBM Solution  Partnership  - is a business  partner that will qualify  Retrieval
Dynamics Corporation for co-marketing opportunities, and referrals to enterprise
customers for wireless applications.  This helps IBM supplement their e-business
and wireless opportunities.

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<PAGE>



Cingular  -  Retrieval  Dynamics  Corporation  is  listed  in  their  Developers
Directory,  and the relationship  will evolve into a solutions  alliance program
with co-marketing opportunities and certified applications.

AT&T  Wireless  -  Retrieval  Dynamics  Corporation  will  be  listed  in  their
Developers Directory, be part of their testing of applications and certification
protocol, and enter into marketing and joint PR opportunities.

Palm Developer  Network - Retrieval  Dynamics  Corporation is listed in the Palm
Solutions Alliance and co-marketing directory - devices,  software and operating
systems

Openwave is the world's largest  provider of mobile Internet  software backed by
industry-  leading  Customer  Services.   They  provide   Communication  Service
Providers (CSPs),  including  wireless and wireline  carriers,  Internet Service
Providers (ISPs), portals, and broadband providers worldwide,  with the software
and  services  they need to build  boundary-free,  multi-network  communications
services for their  subscribers.  Openwave  customers  currently serve more than
half of all mobile  subscribers  across  the globe and  include  AT&T  Wireless,
Verizon  Wireless,  Sprint  PCS,  and Nextel,  as well as Japan's  KDDI and BT's
Genie.  Openwave(TM)  Mobile  Browser(TM)  software  is embedded in more than 70
percent of all Internet-enabled phones. Retrieval Dynamics Corporation is one of
the wireless developers in their co-marketing directory.

Nextel   Communications  -  Retrieval   Dynamics   Corporation  is  a  certified
development  partner of Nextel.  GoFigure  is  available  for  purchase  through
Nextel's wireless application website.

Pursue  selective  acquisitions  to expand our  capabilities:  The Company  will
pursue  acquisitions  that management  believes will allow the Company to expand
its available resources such as a wireless ISP, imaging print on demand company,
other wireless  application service provider or software development company. No
acquisitions are planned or pending at this time.

Federal

The Company  intends to utilize the  Internet  for  transmission  of data across
state lines.  Presently,  the FCC and other federal  government  agencies do not
regulate  companies  that provide these  services.  Notwithstanding  the current
state of the rules, the FCC's potential  jurisdiction over the Internet is broad
because the  Internet  relies on wire and radio  communications  facilities  and
services over which these regulatory authorities have long-standing authority.

In  Canada,  the  Canadian  Radio-Television  and  Telecommunication  Commission
("CRTC")  determined in 1998 that Internet Telephony services providers must pay
local  contribution  charges for calls terminating on local telephone  networks,
while those calls that  originate  and terminate on computers are not subject to
these charges.  The possibility  exists that regulatory  authorities may one day
make a determination to apply  international  call termination fees or otherwise
tariff data  transmissions  which terminate on local telephone  networks or even
which terminate on computers.


                                       32
<PAGE>



The Company also will be required to comply with the  regulations  regarding the
operation of its business in several foreign  jurisdictions  and will be subject
to  compliance  with  the  requirements  of the  authorities  of  these  locales
regarding the establishment and operation of its business.

Access  charges  are  assessed by local  telephone  companies  to long  distance
companies for the use of the local telephone  network to originate and terminate
long distance  calls  generally on a per minute basis.  Access charges have long
been a source of dispute;  with long distance  companies arguing that the access
rates are substantially in excess of cost and local telephone  companies arguing
that  access  rates are needed to  subsidize  lower local rates for end user and
other purposes.  The FCC currently is considering  whether  subscriber  calls to
Internet  service  providers  should be  classified  as "local" or  "interstate"
calls.  Although the FCC to date has determined that Internet service  providers
should not be  required  to pay  interstate  access  charges to local  telephone
companies,  this  decision  may be  reconsidered  in the future if the FCC finds
these calls to be  "interstate."  The Company's  costs for doing  business would
increase if the Company were required to pay interstate access charges.

State

The Company is subject to varying levels of regulation in the states in which it
currently anticipates providing data transmission services. The vast majority of
the states  will not require  the  Company to apply for  licensing  as a foreign
corporation conducting business in that state, nor do they currently require the
Company to be found exempt from regulation,  before  commencing  intrastate data
transmission service.

If  the  Company  were  found  to be a  telecommunications  service  carrier  or
provider, many states impose various reporting requirements and/or require prior
approval   for   transfers   of  control  of   certified   carriers,   corporate
reorganizations,  acquisitions of telecommunications operations,  assignments of
carrier  assets,   including  subscriber  bases,  carrier  stock  offerings  and
incurrence  by  carriers  of  significant  debt  obligations.   Certificates  of
authority  can  generally be  conditioned,  modified,  canceled,  terminated  or
revoked by state regulatory authorities for failure to comply with state law and
the rules,  regulations and policies of the state regulatory authorities.  Fines
and other penalties,  including the return of all monies received for intrastate
traffic  from  residents  of a state,  may be imposed  for such  violations.  In
certain states,  prior  regulatory  approval may be required for acquisitions of
telecommunications operations.

As the Company  expands its efforts to new  products and  services,  the Company
will have to remain  attentive to relevant  federal and state  regulations.  The
Company  intends  to  comply  fully  with  all  laws  and  regulations,  and the
constraints  of federal and state  restrictions  could impact the success of the
Company's efforts.


                                       33
<PAGE>



The Company is not currently subject to any State regulation with respect to its
Internet related services.  However, there can be no assurances that the Company
will not be subject to such regulations in the future. Additionally, the Company
is not aware of any  pending  legislation  that would  have a  material  adverse
effect on the Company's operations.

Effect of Probable Governmental Regulation on the Business

As the Company's services are available over the Internet in multiple states and
foreign countries, these jurisdictions may claim that the Company is required to
qualify to do business as a foreign  corporation  in each such state and foreign
country.  New  legislation  or the  application  of laws  and  regulations  from
jurisdictions  in this area could have a  detrimental  effect upon the Company's
business.

A  governmental  body could impose sales and other taxes on the provision of the
Company's services,  which could increase the costs of doing business.  A number
of state and local  government  officials have asserted the right or indicated a
willingness to impose taxes on Internet-related services and commerce, including
sales,  use and access  taxes;  however,  no such laws have become  effective to
date.

The Company cannot  accurately  predict whether the imposition of any such taxes
would  materially  increase  its costs of doing  business or limit the  services
which it  provides,  since it may be  possible to pass on some of these costs to
the consumer and continue to remain competitive.

If, as the law in this area develops, the Company becomes liable for information
carried on,  stored on, or  disseminated  through its data  services,  it may be
necessary  for the Company to take steps to reduce its  exposure to this type of
liability through alterations in its equipment, insurance or other methods. This
may require the Company to spend significant  amounts of money for new equipment
or  premiums  and may also  require it to  discontinue  offering  certain of its
products or services.

Due to the increasing  popularity  and use of the Internet,  it is possible that
additional  laws and  regulations  may be adopted with respect to the  Internet,
covering  issues such as content,  privacy,  access to adult  content by minors,
pricing,  bulk  e-mail  (spam),   encryption  standards,   consumer  protection,
electronic  commerce,  taxation,  copyright  infringement and other intellectual
property issues.  RDC cannot predict the impact,  if any, that future regulatory
changes or developments may have on the Company's business, financial condition,
or results of operation.  Changes in the regulatory  environment relating to the
Internet  access  industry,   including  regulatory  changes  that  directly  or
indirectly affect telecommunication costs or increase the likelihood or scope of


                                       34
<PAGE>



competition from regional data service  providers or others,  could increase the
Company's  operating  costs,  limit its ability to offer services and reduce the
demand for its services.

Local telephone  companies assess access charges to long distance  companies for
the use of the local telephone  network to originate and terminate long distance
calls,  generally on a per-minute  basis.  Access  charges have been a matter of
continuing dispute,  with long distance companies complaining that the rates are
substantially  in excess of cost,  and local  telephone  companies  arguing that
access  rates are  justified  to  subsidize  lower local rates for end users and
other purposes.  Both local and long distance companies,  however,  contend that
Internet-based  telephony should be subject to these charges.  Since the Company
has current  plans to  transmit  large data files over the  internet,  it may be
indirectly affected by these developments.  However,  RDC cannot predict whether
these  debates  will  cause  the FCC to  reconsider  its  current  policy of not
regulating Internet service providers.

Cost of Software Development

For fiscal year 2002,  the  Company  expended  $257,000 on software  development
efforts.  At the  current  time,  none of the  costs  associates  with  software
development  are borne  directly by the customer;  however there is no guarantee
that such costs will not be borne by customers in the future and, at the current
time,  the Company does not know the extent to which such costs will be borne by
the customer, if at all.

Cost and Effects of Compliance with Environmental Laws

The Company's  business is not subject to regulation under the state and Federal
laws regarding  environmental  protection and hazardous  substances control. The
Company is unaware of any bills currently pending in Congress which could change
the application of such laws so that they would affect the Company.

Employees and Consultants

At September 30, 2002, the Company employed thirteen (13) persons. None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
product rollout to accommodate fulfillment needs.

Item 2. Description of Property

The Company maintains its executive offices at 1819 Main Street,  Suites 702 and
703,  Sarasota,  FL  34236.  Its  telephone  number  is (941)  365-9955  and its
facsimile number is (941) 365- 9966.

The Company owns no real property and no personal property.


                                       35
<PAGE>



Item 3. Legal Proceedings

No legal  proceedings  have been  initiated  either by or against the Company to
date.

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

No matter was  submitted to a vote of the  Company's  shareholders,  through the
solicitation  of proxies or otherwise from the Company's  inception to the close
of the 2002 fiscal year ended September 30, 2002, covered by this report.

Item 5. Market for Common Equity and Related Stockholder Matters.

The Company intends to make  application to NASD for the Company's  shares to be
quoted on the OTC Bulletin  Board.  The Company's  application  to the NASD will
consist  of  current  corporate  information,  financial  statements  and  other
documents as required by Rule 15c2-11 of the Exchange Act.  Inclusion on the OTC
Bulletin Board, if approved, permits price quotation for the Company's shares to
be published by such service.

The Company is not aware of any existing  trading  market for its common  stock.
The  Company's  common stock has never traded in a public  market.  There are no
plans, proposals,  arrangements or understandings with any person(s) with regard
to the development of a trading market in any of the Company's securities.

If and when the Company's common stock is traded in the over-the-counter market,
most likely the shares will be subject to the  provisions  of Section  15(g) and
Rule 15g-9 of the  Securities  Exchange Act of 1934,  as amended  (the  Exchange
Act"),  commonly referred to as the "penny stock" rule. Section 15(g) sets forth
certain  requirements  for  transactions  in penny  stocks  and Rule  15g9(d)(1)
incorporates  the  definition  of penny stock as that used in Rule 3a51-1 of the
Exchange Act.

The Commission  generally defines penny stock to be any equity security that has
a market price less than $5.00 per share,  subject to certain  exceptions.  Rule
3a51-1  provides  that any equity  security  is  considered  to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting  specified  criteria set by the Commission;  authorized for quotation on
The NASDAQ Stock Market;  issued by a registered  investment  company;  excluded
from the  definition  on the basis of price (at  least  $5.00 per  share) or the
registrant's  net  tangible  assets;  or  exempted  from the  definition  by the
Commission.  If the Company's shares are deemed to be a penny stock,  trading in
the shares will be subject to additional sales practice  requirements on broker-
dealers who sell penny stocks to persons  other than  established  customers and
accredited  investors,  generally persons with assets in excess of $1,000,000 or
annual income exceeding $200,000, or $300,000 together with their spouse.

For  transactions  covered by these  rules,  broker-dealers  must make a special
suitability  determination  for the  purchase of such  securities  and must have
received  the  purchaser's  written  consent  to the  transaction  prior  to the


                                       36
<PAGE>



purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
the monthly  statements must be sent disclosing recent price information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.

As of September 30, 2002,  there were three hundred  thirty-two (332) holders of
record of the Company's common stock.

As of September 30, 2002, the Company had 16,499,847  shares of its common stock
issued and outstanding, all of which were restricted Rule 144 shares and none of
which were free-trading. Of the Rule 144 shares, 2,120,000 shares have been held
by affiliates of the Company for more than one (1) year.

Dividend Policy

The Company has never paid or declared  any  dividends  on its common  stock and
does not anticipate paying cash dividends in the foreseeable future.

Item 6. Management's Discussion and Analysis

The Company was formed with the contemplated purpose to export and sell products
in France.  The  incorporator  was unable to successfully  implement the initial
business plan.  After  development of a business plan and efforts to develop the
business  failed,  all such efforts were abandoned in August 1996. In June 2000,
at the time it acquired  Retrieval  as a  wholly-owned  subsidiary,  its purpose
changed to Retrieval's initial purpose of providing  industry-specific  wireless
software and service solutions for mobile professionals.

The Company has been in the development stage since June 2000 when the Agreement
took place  between  Retrieval  and the Company and is still  emerging from that
stage. Due to the Company's  limited  operating  history and limited  resources,
among other factors, there can be no assurance that profitability or significant
revenues on a quarterly or annual basis will occur in the future.

In  anticipation  of  rollout  of  Qxprint[TM],  the  Company  has begun to make
preparations  for a period of  growth,  which may  require  it to  significantly
increase the scale of its  operations.  This increase will include the hiring of
additional  personnel in all functional  areas and will result in  significantly
higher operating expenses.  The increase in operating expenses is expected to be
matched by a concurrent  increase in revenues.  However,  the Company's net loss
may continue even if revenues increase and operating expenses may still continue
to  increase.  Expansion of the  Company's  operations  may cause a  significant
strain on the Company's management, financial and other resources. The Company's


                                       37
<PAGE>



ability to manage recent and any possible future growth,  should it occur,  will
depend  upon a  significant  expansion  of its  accounting  and  other  internal
management  systems  and the  implementation  and  subsequent  improvement  of a
variety of systems,  procedures  and  controls.  There can be no assurance  that
significant  problems in these areas will not occur. Any failure to expand these
areas and  implement  and improve such  systems,  procedures  and controls in an
efficient  manner at a pace consistent with the Company's  business could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results  of  operations.  As  a  result  of  such  expected  expansion  and  the
anticipated  increase in its operating  expenses,  as well as the  difficulty in
forecasting  revenue  levels,  the Company  expects to  continue  to  experience
significant fluctuations in its revenues, costs and gross margins, and therefore
its results of operations.

Results of Operations - For the Year Ended  September 30, 2002 and September 30,
2001

Revenues

Revenues  for the twelve  months  ended  September  30, 2002 were  approximately
$6,501  compared to $0 for the twelve  months  ended  September  30,  2001.  All
revenues  were earned and recorded  during the three months ended  September 30,
2002 and represent sales of hardware equipment.  At a future time, the equipment
will be  provisioned  to run the Company's  developed  software  solutions.  The
company has faced  continued  delays in the releasing of the new products  which
were  designed  for  use  with  the  new  RIM  equipment.  Despite  the  lack of
significant revenues, the company is continuing its launch of the new products.

Operating Costs and Operating Losses

Operating costs for the twelve months ended September 30, 2002 were  $3,539,934,
compared to  $3,360,764  for the twelve  months ended  September 30, 2001, or an
increase of $179,171 (5%).  Amortization of development costs,  $1,039,851,  for
the twelve  months ended  September 30, 2002 compared to $519,931 for the twelve
months ended September 30, 2001 accounted for the overall  increase in operating
costs.  Exclusive of the amortization of development costs,  operating costs for
the twelve months ended were  $2,500,083  compared to $2,840,833  for the twelve
months ended September 30, 2001, or a decrease of $340,750 (14%).

Operating  costs for the three months  ended  September  30, 2002 were  $795,612
compared to  $1,177,042  for the three months  ended  September  30, 2001,  or a
decrease of $381,430 (32%).  Amortization  of development  costs included in the
three months ended September 30, 2002 are $259,963  compared to $259,966 for the
three  months  ended  September  30,  2001.  Exclusive  of the  amortization  of
development costs, operating costs for the three months ended September 30, 2002
were $535,649 compared to $917,076 for the three months ended September 30, 2001
or a decrease of $381,427 (42%).


                                       38
<PAGE>



Net  losses for the twelve months ended September 30, 2002 were $3,686,998
compared to  $3,512,013  for the twelve  months ended  September  30, 2001, or a
increase  of  $174,985  (5%).  Excluding   amortization  of  development  costs,
$1,039,851 and $519,931 for September 30, 2002 and 2001 respectively,  operating
losses for the twelve months ended September 30, 2002 were  $2,647,147  compared
to $2,992,082  for the twelve months ended  September 30, 2001, or a decrease of
$344,935 (12%)

Net losses for the three months (3) ended September 30, 2002 were $893,652
compared  to  $1,330,171  for the three  months  ended  September  30, 2001 or a
decrease of $436,519 (33%).  Excluding the  amortization  of development  costs,
$259,963 and $259,966 for September 30, 2002 and 2001,  respectively,  operating
losses for the three months ended  September 30, 2002 were $633,689  compared to
$1,070,205  for the three months  ended  September  30,  2001,  or a decrease of
$436,516 (41%).

During the year ended September 30, 2002, the Company made considerable  efforts
to reduce,  and in some  instances,  eliminate  costs.  Although there were cost
increases,  in employee  benefits (83%) and rent expenses (47%), the company was
able to  reduce  travel  and  entertainment  (44%),  consulting  fees  (85%) and
professional fees (29%), which significantly compensated for the cost increases.
Although the delay in  achieving  revenues  has been  hampered by other  outside
forces,  the Company is committed  to  continuing  its efforts to  significantly
reduce  expenditures and direct its efforts to streamline the  infrastructure to
provide the maximum profit potential as revenues are achieved.

Assets and Liabilities

At September 30, 2002 total assets were $1,830,025  compared to $2,984,168 as of
September  30, 2001.  Assets  consisted  primarily of Property and Equipment and
Software  Development  Costs.  The  decrease in the asset value,  $1,154,143  is
primarily due to the amortization of development costs of $1,039,851.

At September 30, 2002, total  liabilities were $843,711  compared to $863,844 as
of September 30, 2001.  Liabilities  consisted  primarily of accounts payable to
shareholders  and related parties and notes payable to shareholders  and related
parties,  with accrued  interest.  During the year ended September 30, 2002, the
Company  accepted  $426,000 from officers and  shareholders  of the Company.  In
return, each received Promissory Notes, maturing at various dates, with interest
ranging from eight percent (8%) to fifteen percent (15%). Some of the promissory
notes are convertible into shares of the Company's restricted common stock, at a
price of $0.50 per share.  During the year ended  September  30, 2002,  only one
shareholder  has  converted  their  promissory  note  into  common  stock of the
Company.

Stockholders' Equity

Stockholders'  equity  was  $986,314  as  of  September  30,  2002  compared  to
$2,120,324 as of September 30, 2001.


                                       39
<PAGE>



Liquidity of Capital Resources

At   September   30,  2002  the  Company  had   negative   working   capital  of
$793,417compared  to negative  working  capital of $857,502 as of September  30,
2001.  The  decrease in negative  working  capital is a result of the  continued
efforts to build an infrastructure for marketing, advertising and distribution.

Management  believes  that the Company will need  approximately  $1.0 million in
funding and the revenues  generated  from  operations to provide for  continuing
operations for the next twelve months.

The Company is currently engaged in a private placement of common stock for $5.5
million,  which should provide enough capital to generate revenues from the sale
of its software solutions.  At this time, the Company has had excellent response
to the private  placement and subsequent to the year-end  September 30, 2002 has
received  $200,000 in  subscriptions  and  $190,000  in  convertible  notes.  In
addition,  the Company has  subscription  commitments for $600,000 in additional
funding.  Although  there is no guaranty  that the funding  subscribed  shall be
received,  management  is confident  that by January 30, 2003,  the Company will
have raised sufficient funds to maintain operations.

Operating Activities

For the year ended September 30, 2002, net cash used by the operating activities
was $2,666,457 compared to $2,562,945 for the year ended September 30, 2001. The
Company has  continued  its  efforts to build the  corporate  infrastructure  in
research and product  development  and the  marketing  and  distribution  of new
products developed for the Real Estate and Alarm industries.

Financing Activities

For the year ended  September 30, 2002, the Company issued  3,138,181  shares of
the Company's restricted common stock for which the Company received $2,264,482,
net of offering  costs of  $612,486.  All funds were used as working  capital to
continue research and development activities and the launching of two additional
products, DocLynxLite and Go Figure.

In July 2001, the Company executed two (2) convertible  notes in favor of Robert
and Nancy  Zivitz,  joint  tenants,  converted to common stock in the  principal
amounts  of  $100,000  and  $50,000.  The notes bear  interest  at a rate of ten
percent  (10%) per annum.  The notes matured on September 30, 2001. At maturity,
the  holder  had the  option  to: i)  request  repayment  of all  principal  and
interest,  (ii) convert all of the principle  and/or the interest into shares of
the  Company's  restricted  common stock at a price equal to fifty cents ($0.50)
per share,  or (iii)  request  that the  Company  convert a fixed  amount of the


                                       40
<PAGE>



principal  and  interest due to lender,  into the  Company's  restricted  common
stock.  To date,  no  election  has been made by the  lenders.  Robert and Nancy
Zivitz issued an extension of the maturity date of the principle and interest on
each note to June 30, 2002. In May, 2002, Robert and Nancy Zivitz, converted the
principal amounts of the notes, $100,000 and $50,000, respectively, into 300,000
shares of restricted  common stock of the company.  The interest  accrued on the
notes, of approximately  $23,000 and approximately an additional $77,000 of cash
wwas  received,  for  which a  subsequent  note was  issued,  in the  amount  of
$100,000.  The maturity date of the note has been extended to February 28, 2003.

In June, 2002 an officer and shareholder of the corporation issued a note to the
company in the amount of  $50,000,  payable on demand,  with an annual  interest
rate of eight (8%) percent. The note carries no conversion privileges.

In July, 2002, two officers and shareholders of the corporation  issued notes to
the Company in the amounts of $50,000,  $5,000 and  $15,000,  payable on demand,
with an  interest  rate of eight (8%)  percent.  The notes  carry no  conversion
privileges.

In  August  2002,  shareholders  of the  corporation  executed  two  convertible
promissory  notes in the  amounts of $150,000  and  $40,000.  Each note  matured
during  September  2002.  The terms and  conditions of the notes provide for the
conversion of the principle,  interest or any portion thereof, at the discretion
of the note  holder,  into common stock of the  corporation  at a price of Fifty
Cents ($.50) per share,  and one increased from an interest rate of Ten (10%) to
Fifteen  (15%)  percent.  The  maturity  date of the note has been  extended  to
February 28, 2003.

In September,  2002, officers and shareholders of the corporation issued a notes
to the company in the amounts of $16,000 and $20,000, payable on demand, with an
interest rate of eight (8%) percent and twelve (12%) percent, respectively.

Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Annual  Report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

(i) this  Annual  Report on Form  10-KSB  contains  any  untrue  statement  of a
material fact or omits 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  Annual  Report on Form
10-KSB,  and (ii) the  financial  statements,  and other  financial  information
included in this Annual  Report on Form 10-KSB,  fairly  present in all material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for,  the periods  presented  in this  Annual  Report on Form
10-KSB.


                                       41
<PAGE>



There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.

Forward-Looking Statements

This Form 10-KSB  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital  expenditures  (including the amount and nature thereof),  demand
for the Company's  products and services,  expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current conditions and expected future  developments as well as other factors it
believes are appropriate in the circumstances.  However,  whether actual results
or developments will conform with the Company's  expectations and predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-KSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.

Item 7. Financial Statements

The Company's financial statements have been examined to the extent indicated in
their reports by Pender Newkirk & Company, Certified Public Accountants and have
been prepared in accordance with generally  accepted  accounting  principles and
pursuant  to  Regulation  S-B as  promulgated  by the  Securities  and  Exchange
Commission and are included  herein,  on Page F-1 hereof in response to Part F/S
of this Form 10-KSB.

Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

The Company has used the accounting firm of Pender Newkirk & Company,  Certified
Public  Accountants since June 2000,  following the Agreement.  Their address is
100 South Ashley Drive, Suite 1650, Tampa, FL 33602. There has been no change in
the  Company's  independent  accountant  during the period  commencing  with the
Company's  retention of Pender Newkirk & Company,  Certified Public  Accountants
through the date hereof.


                                       42
<PAGE>








                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                        Consolidated Financial Statements

                     Years Ended September 30, 2002 and 2001
                and Period September 8, 1999 (Date of Inception)
                           through September 30, 2002








                                    Contents


Independent Auditors' Report on Consolidated Financial Statements............F-1

Consolidated Financial Statements:

    Consolidated Balance Sheet...............................................F-2
    Consolidated Statements of Operations....................................F-3
    Consolidated Statements of Changes in Stockholders' Equity...............F-5
    Consolidated Statements of Cash Flows....................................F-8
    Notes to Consolidated Financial Statements..............................F-10



<PAGE>


                          Independent Auditors' Report





Board of Directors
RDC International, Inc. and Subsidiaries
(A Development Stage Enterprise)
Sarasota, Florida


We  have   audited  the   accompanying   consolidated   balance   sheet  of  RDC
International,  Inc. and  Subsidiaries  (a development  stage  enterprise) as of
September  30,  2002 and the  related  consolidated  statements  of  operations,
changes in  stockholders'  equity,  and cash flows for the years ended September
30, 2002 and 2001 and the period  September 8, 1999 (date of inception)  through
September  30,  2002.   These   consolidated   financial   statements   are  the
responsibility  of the management of RDC  International,  Inc. and Subsidiaries.
Our  responsibility  is to express an  opinion on these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  These  standards  require  that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall  consolidated  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As more fully  described in
Note 2, the Company has incurred  operating losses of  approximately  $8,164,000
since inception, has used approximately $5,414,000 of cash from operations since
inception,  and has negative  working  capital of  approximately  $793,000 as of
September 30, 2002.  These factors raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plans  regarding  those
matters are also described in Note 2. The consolidated  financial  statements do
not include any adjustments relating to the recoverability and classification of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of RDC International,
Inc. and Subsidiaries (a development  stage enterprise) as of September 30, 2002
and the  results  of its  operations  and its cash  flows  for the  years  ended
September 30, 2002 and 2001 and the period September 8, 1999 (date of inception)
through  September 30, 2002 in conformity with accounting  principles  generally
accepted in the United States of America.





Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
January 6, 2003, except for Note 5, as to which the date is February 5, 2003

                                                                             F-1

<PAGE>




<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                           Consolidated Balance Sheet

                               September 30, 2002

<S>                                                                             <C>
Assets
Current assets:
    Cash                                                                        $        13,478
    Employee advances                                                                     7,739
    Prepaid expenses and other current assets                                            29,077
                                                                                ---------------
Total current assets                                                                     50,294
                                                                                ---------------

Property and equipment, net of accumulated depreciation                                 203,938
                                                                                ---------------

Other assets:
    Software, net of accumulated amortization                                         1,559,777
    Other                                                                                16,016
                                                                                ---------------
Total other assets                                                                    1,575,793
                                                                                ---------------

                                                                                $     1,830,025

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, trade                                                     $       110,486
    Accounts payable, stockholders and related parties                                   81,259
    Notes payable, stockholders and related parties                                     446,000
    Accrued payroll and payroll taxes                                                   189,549
    Other accrued expenses                                                               16,417
                                                                                ---------------
Total current liabilities                                                               843,711
                                                                                ---------------

Stockholders' equity:
    Preferred stock; no par value; 10,000,000 shares authorized;
        zero shares issued and outstanding
    Common stock; $.0001 par value; 50,000,000 shares authorized;
         16,499,847 shares issued and outstanding                                         1,650
    Additional paid-in capital                                                        9,221,358
    Deferred offering costs                                                             (72,578)
    Deficit accumulated during development stage                                     (8,164,116)
                                                                                ---------------
Total stockholders' equity                                                              986,314
                                                                                ---------------

                                                                                $     1,830,025

</TABLE>


                  The accompanying notes are an integral part
                   of the consolidated financial statements.
                                                                             F-2


<PAGE>


<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                      Consolidated Statements of Operations


                                                                                            Period September 8, 1999
                                                                Year Ended                    (Date of Inception)
                                                               September 30,                       through
                                                   -----------------------------------          September 30,
                                                         2002                2001                    2002
                                                   ----------------------------------------------------------------

<S>                                                <C>                  <C>                    <C>
Sales                                              $         6,501                             $         6,501

Cost of sales                                                5,396                                       5,396
                                                   ----------------------------------------------------------------

Gross profit                                                 1,105                                       1,105

Operating costs and start-up expenses                    3,539,934     $     3,360,764               7,865,803
                                                   ----------------------------------------------------------------

Net loss from operations                                (3,538,829)         (3,360,764)             (7,864,698)

Other income                                                 2,501               7,156                   9,657

Interest expense                                          (150,670)           (158,405)               (309,075)
                                                   ----------------------------------------------------------------

Net loss                                           $    (3,686,998)    $    (3,512,013)        $    (8,164,116)
                                                   ================================================================

Net loss per share                                 $          (.24)    $          (.30)        $          (.72)
                                                   ================================================================

Weighted average number of
    common shares                                       15,673,738          11,889,903              11,266,715
                                                   ================================================================
</TABLE>











                  The accompanying notes are an integral part
                   of the consolidated financial statements.

                                                                             F-3


<PAGE>


<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                             <C>                  <C>               <C>
Balance, September 8, 1999 (date of inception)                              0        $         0       $          0
Net loss for the period
                                                                 --------------------------------------------------
Balance, September 30, 1999                                                 0                  0                  0
Issuance of common stock at $.01 per share,
    December 1999                                                   1,000,000             10,000
Capital contributions, December 1999                                                                          1,619
Collection of stock subscription, March 2000
Collection of stock subscription, June 2000
Acquisition of company                                              6,500,000                650             11,850
Recapitalization                                                   (1,000,000)           (10,000)            (2,500)
Net loss for the year
Collection of stock subscription, September 2000
Issuance of common stock for services at $.0001
    per share, July 2000                                              120,000                 12
Issuance of common stock for cash at $1 per share,
    July 2000                                                          15,000                  1             14,999
Issuance of common stock for cash at $1 per share,
    August 2000                                                       100,000                 10             99,990
Issuance of common stock for cash at $1 per share,
    September 2000                                                      5,000                  1              4,999
Issuance of stock for services at $1 per share,
    September 2000                                                    100,000                 10             99,990
Intrinsic value of beneficial conversion feature of
    convertible debt, September 2000                                                                         30,750
                                                                 --------------------------------------------------
Balance, September 30, 2000                                         6,840,000                684            261,697
Issuance of common stock at $1 per share for stock
    subscription, November 2000                                       189,080                 20            189,060
</TABLE>

                  The accompanying notes are an integral part
                   of the consolidated financial statements.



<PAGE>










<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                <C>
$             0         $         0        $          0       $           0
        (35,600)                                                    (35,600)
---------------------------------------------------------------------------
        (35,600)                  0                   0             (35,600)

                            (10,000)
                                                                      1,619
                              4,000                                   4,000
                              4,000                                   4,000
        (12,500)
         12,500
       (929,505)                                                   (929,505)
                                500                                     500

                                                                         12

                                                                     15,000

                                                                    100,000

                                                                      5,000

                                               (100,000)

                                                                     30,750
---------------------------------------------------------------------------
       (965,105)             (1,500)           (100,000)           (804,224)

                           (189,080)
</TABLE>


                                                                             F-4


<PAGE>


<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002

                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                             <C>                     <C>             <C>
Collection of stock subscription, November 2000
Issuance of common stock and warrants at $1 per
    share for cash, November 2000                                   3,347,170                334          3,346,835
Issuance of common stock at $1 per share for
    services, November 2000                                            50,000                  4             49,996
Issuance of common stock at $.50 per share for
    convertible debt, November 2000                                    38,206                  4             19,099
Redemption of convertible debt and reversal
    of intrinsic value of beneficial conversion
    feature, November 2000                                                                                  (30,750)
Offering costs, November 2000
Issuance of common stock and warrants at $1
    per share for cash, January 2001                                1,176,425                118          1,176,307
Issuance of common stock and warrants at $1
    per share for cash, February 2001                               1,176,425                118          1,176,307
Issuance of common stock at $1 per share for
    subscriptions, March 2001                                         219,985                 22            219,963
Collection of stock subscriptions, March 2001
Amortization of offering costs, March 2001                                                                 (124,564)
Collection of stock subscriptions, June 2001
Intrinsic value of beneficial conversion feature on
    convertible debt, July 2001                                                                             113,113
Issuance of detachable warrants in connection with
    convertible debt, July 2001                                                                              36,887
Issuance of common stock at $1 per share as part
    of offering costs, August 2001                                    324,375                 32            324,343
Collection of stock subscription, September 2001
</TABLE>



                  The accompanying notes are an integral part
                   of the consolidated financial statements.



<PAGE>







<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                  <C>
                              1,500                                   1,500

                                                                  3,347,169

                                                                     50,000

                                                                     19,103


                                                                    (30,750)
                                                (63,900)            (63,900)

                                                                  1,176,425

                                                                  1,176,425

                           (219,985)
                            189,080                                 189,080
                                                124,564
                            200,000                                 200,000

                                                                    113,113

                                                                     36,887

                                               (324,375)
                             19,985                                  19,985
</TABLE>





                                                                             F-5


<PAGE>


<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002

                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                             <C>                <C>                <C>
Deferred offering costs expensed, September 2001
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2001                                        13,361,666              1,336          6,758,293
Issuance of common stock and warrants at $1.00
    per share for cash, October 2001                                  274,400                 27            274,373
Issuance of common stock and warrants at $1.00
    per share for cash, November 2001                                 701,500                 70            701,430
Issuance of common stock and warrants at $1.00
    per share for cash, December 2001                                 811,081                 81            811,000
Offering costs, December 2001
Amortization of offering costs, December 2001                                                              (441,801)
Issuance of common stock and warrants at $1.00
    per share for cash, January 2002                                  485,500                 49            485,451
Issuance of common stock and warrants at $1.00
    per share for cash, February 2002                                 485,700                 49            485,651
Issuance of common stock and warrants at $1.00
    per share for cash, March 2002                                     45,000                  4             44,996
Offering costs, March 2002
Amortization of offering costs, March 2002                                                                 (249,210)
Stockholder forgiveness of debt, March 2002                                                                  54,119
Issuance of common stock for settlement of notes
    payable, May 2002                                                 300,000                 30            149,970
Offering costs
Intrinsic value of beneficial conversion feature on
    convertible debt, May 2002                                                                               79,121
Issuance of detachable warrants in connection with
    convertible debt, May 2002                                                                               20,879
</TABLE>


                  The accompanying notes are an integral part
                   of the consolidated financial statements.



<PAGE>









<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                  <C>
                                                201,524             201,524
     (3,512,013)                                                 (3,512,013)
---------------------------------------------------------------------------
     (4,477,118)                  0            (162,187)          2,120,324

                                                                    274,400

                                                                    701,500

                                                                    811,081
                                               (377,396)           (377,396)
                                                441,801

                                                                    485,500

                                                                    485,700

                                                                     45,000
                                               (218,240)           (218,240)
                                                249,210
                                                                     54,119

                                                                    150,000
                                                 (6,750)             (6,750)

                                                                     79,121

                                                                     20,879
</TABLE>




                                                                             F-6


<PAGE>


<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

           Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002

                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                               <C>               <C>                 <C>
Issuance of common stock for marketing
    services, June 2002                                                10,000                  1              9,999
Issuance of common stock and warrants at
    $1.00 per share for cash, August 2002                              25,000                  3             24,997
Offering costs
Amortization of offering costs                                                                              (11,034)
Intrinsic value of beneficial conversion feature
    on convertible debt, August 2002                                                                         11,600
Issuance of detachable warrants in connection
    with convertible debt, August 2002                                                                       11,524
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2002                                        16,499,847        $     1,650       $  9,221,358
                                                                ===================================================
</TABLE>















                  The accompanying notes are an integral part
                   of the consolidated financial statements.



<PAGE>








<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                   <C>                 <C>                 <C>
                                                                     10,000

                                                                     25,000
                                                (10,050)            (10,050)

                                                 11,034

                                                                     11,600

                                                                     11,524
      (3,686,998)                                                (3,686,998)
---------------------------------------------------------------------------
$     (8,164,116)     $             0      $    (72,578)      $     986,314
===========================================================================
</TABLE>








                                                                            F-7
<PAGE>


<TABLE>
<CAPTION>
                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                      Consolidated Statements of Cash Flows


                                                                                             Period September 8, 1999
                                                                          Year Ended            (Date of Inception)
                                                                        September 30,                 through
                                                            ------------------------------           September 30,
                                                                   2002           2001                   2002
                                                            -------------------------------------------------------
<S>                                                         <C>              <C>                  <C>
Operating activities
    Net loss                                                $  (3,686,998)   $  (3,512,013)       $  (8,164,116)
                                                            -------------------------------------------------------
    Adjustments to reconcile net loss to net cash used
        by operating activities:
           Depreciation                                           165,466          117,494              282,962
           Amortization of software                             1,039,851          519,931            1,559,782
           Amortization of discounts on notes payable             123,124          150,000              273,124
           Write-off of deferred offering costs                                    201,524              201,524
           Common stock issued for services                        10,000                                10,000
           Increase in employee receivables                        (5,539)          (2,200)              (7,739)
           (Increase) decrease in prepaids and other assets       (26,127)           2,384              (45,093)
           (Decrease) increase in accounts payable and
               accrued expenses                                  (286,234)         (40,065)             477,357
                                                            -------------------------------------------------------
    Total adjustments                                           1,020,541          949,068            2,751,917
                                                            -------------------------------------------------------
    Net cash used by operating activities                      (2,666,457)      (2,562,945)          (5,412,199)
                                                            -------------------------------------------------------

Investing activities
    Acquisition of equipment                                       (7,222)        (446,752)            (485,281)
    Development of software                                                     (3,069,552)          (3,069,552)
                                                            -------------------------------------------------------
    Net cash used by investing activities                          (7,222)      (3,516,304)          (3,554,833)
                                                            -------------------------------------------------------

Financing activities
    Collection of stock subscription                                               410,565
    Proceeds from issuance of notes payable                       424,483          153,000              668,483
    Payments on notes payable                                      (3,000)        (120,647)            (123,647)
    Proceeds from issuance of common stock                      2,828,181        5,700,014            9,063,272
    Deferred offering costs                                      (563,699)         (63,900)            (627,598)
                                                            -------------------------------------------------------
    Net cash provided by financing activities                   2,685,965        6,079,032            8,980,510
                                                            -------------------------------------------------------

Net increase (decrease) in cash                                    12,286             (217)              13,478

Cash at beginning of year/period                                    1,192            1,409
                                                            -------------------------------------------------------

Cash at end of year/period                                  $      13,478    $       1,192        $      13,478
                                                            =======================================================

Supplemental disclosures of cash flow information
and noncash investing and financing activities:
        Cash paid during the period for interest            $      21,581    $      10,291        $      31,782
                                                            =======================================================
</TABLE>

     At September 30, 2002,  accounts  payable included $48,737 due for offering
     costs.

     During the year ended  September 30, 2002, the Company  offset  $702,045 of
     deferred offering costs against additional paid-in capital.

     During the year ended September 30, 2002, the Company issued 300,000 shares
     of common stock in satisfaction of notes payable in the amount of $150,000.

                  The accompanying notes are an integral part
                   of the consolidated financial statements.

                                                                             F-8


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                      Consolidated Statements of Cash Flows



Supplemental disclosures of cash flow information (continued):

     During the year ended September 30, 2002, the Company  exchanged $21,517 of
     accrued liabilities for $21,517 of convertible notes payable.

     During the year ended  September 30, 2002, the Company  recorded a discount
     on debt of $123,124 based on the fair value of the associated  warrants and
     beneficial conversion features.

     During the year ended September 30, 2002, stockholders forgave debt owed to
them by the Company in the amount of $54,119.

     During  the  year  ended   September  30,  2001,   the  Company   converted
     approximately $19,000 of notes payable into 38,206 shares of common stock.

     During the year ended September 30, 2001, the Company  purchased $14,816 of
fixed assets in exchange for a payable.

     During the year ended  September 30, 2001, the Company issued 50,000 shares
     of common stock valued at $50,000 in exchange for services that the Company
     has capitalized in the development of software.

     During the year ended September 30, 2001, the Company issued 324,375 shares
     of common stock for stock offering costs at fair market value.

     During the year ended September 30, 2000, the Company  exchanged $22,000 of
     accrued  liabilities for $18,000 of convertible notes payable and $4,000 in
     satisfaction of stock subscriptions receivable.

     During the year ended September 30, 2000, the Company  exchanged $30,750 of
     accrued liabilities for $30,750 of convertible notes payable.

     During the year ended September 30, 2000, the Company issued 100,000 shares
     of common stock for offering costs valued at fair market value.

     During the period  ended  September  30, 1999,  a  stockholder  contributed
$1,619 of office equipment to the Company.









The accompanying notes are an integral part
of the consolidated financial statements.                                    F-9


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


1.   Background Information and Business Combination

RDC   International,   Inc.  (the  "Company"),   formerly  Lautrec,   Inc.,  was
incorporated  in  September  1995  under the laws of the state of  Florida.  The
Company changed its name in December 1999 and has been in the development  stage
since its  incorporation.  The  Company  failed in its  attempt to  successfully
develop its initial business plan and during August 1996, abandoned its efforts.
The Company was inactive and there were no transactions  from August 1996 to the
date of reinstatement by the state of Florida on October 1, 1999.

Retrieval Dynamics Corporation  ("Retrieval") was a development stage enterprise
incorporated  under the laws of the state of Florida  in  September  1999.  This
company's  principal line of business is as an electronic  wireless  application
provider for mobile  professionals.  To date, the company's activities have been
limited to  organizational  matters,  the  structuring of its business plan, the
solicitation of capital,  and the preliminary  negotiation of certain agreements
required  for  initial  operations.  The  corporate  headquarters  is located in
Sarasota, Florida.

In June 2000,  Retrieval,  the Company, and the individual holders of all of the
outstanding  capital  stock  of  Retrieval  consummated  a  reverse  acquisition
pursuant to a certain Share Exchange  Agreement (the  "Agreement") of such date.
Pursuant to the Agreement,  the  stockholders of Retrieval  exchanged all issued
and outstanding shares of their common stock in exchange for 4,000,000 shares of
common stock of the Company.  The  reorganization  is being  accounted  for as a
reverse  acquisition.   The  accompanying   consolidated   financial  statements
effectively treat the  reorganization as a  recapitalization  of Retrieval.  The
historical financial statements are those of Retrieval.

As part of the reorganization,  the Company effected a 4-for-1 forward split and
a  cancellation  of 27,500,000  shares.  The Company also adopted a September 30
year-end in conjunction with the reorganization.

In May 2001,  the  Company  formed  and  incorporated,  under the state  laws of
Florida,  Wappyhead Corp., a 100 percent wholly owned subsidiary of the Company,
for the purpose of providing an internet  based  wireless  application  exchange
portal in the areas of entertainment,  games, and leisure.  To date, this entity
has been inactive.






                                                                            F-10


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


2.   Going Concern and Subsequent Event

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate  continuation of the Company as a going concern. The
Company incurred  operating losses of approximately  $8,164,000 since inception,
has used approximately  $5,414,000 of cash from operations since inception,  and
has negative working capital of approximately $793,000 as of September 30, 2002.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.

The  Company  raised  approximately  $200,000  by means of a  private  placement
offering subsequent to year-end.  This offering consisted of 5,500,000 shares of
common stock with each share valued at $1.00.  Investors  purchasing  100,000 to
300,000  shares  will be issued  warrants  to  purchase 25 percent of the shares
purchased at an exercise price of $1.50.  Investors purchasing more than 300,000
shares  will be issued  warrants to  purchase  an  additional  50 percent of the
shares at an exercise  price of $1.50.  Management  presently  believes that the
funds raised from the private placement  offering and sales from operations will
be adequate to fund operations for the next 12 months, although no assurance can
be given regarding these matters.


3.   Significant Accounting Policies

The significant accounting policies followed are:

     The consolidated  financial  statements include the operations of Retrieval
     for all periods  presented  through June 30, 2000,  the date of the reverse
     acquisition.   The  consolidated   financial  statements  for  all  periods
     subsequent to the date of the reverse  acquisition  include the accounts of
     the Company and its  subsidiaries.  Intercompany  transactions and balances
     have been eliminated in consolidation.

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





                                                                            F-11


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


3.   Significant Accounting Policies (continued)

     Property and equipment are stated at cost.  Additions and  improvements  to
     property  and  equipment  are  capitalized.  Maintenance  and  repairs  are
     expensed as incurred.  When property and equipment are retired or otherwise
     disposed of, the cost and related accumulated depreciation are removed from
     the accounts and any resulting  gain or loss is  recognized in  operations.
     Depreciation is computed using the straight-line  method over the estimated
     useful lives of the assets of three years.

     The Company  accounts for software  development  costs in  accordance  with
     Statement  of  Financial   Accounting  Standards  No.  86  (SFAS  No.  86),
     "Accounting  for the Costs of  Computer  Software  to be Sold,  Leased,  or
     Otherwise  Marketed."  On October 1, 2000,  the Company  met  technological
     feasibility  as  defined  by SFAS No. 86 and began to  capitalize  software
     costs.  Per SFAS No. 86,  costs shall be  capitalized  until the product is
     available  for general  release to customers.  The  Company's  software was
     released and available for sale on April 1, 2001.  The Company  capitalized
     costs of approximately $3,120,000. Annual amortization of these costs shall
     be the greater of the amount  computed  using the ratio that current  gross
     revenues of the product bear to total  current and  estimated  revenues for
     the  product  or the  straight-line  method  over the  remaining  estimated
     economic  life of the product.  For the years ended  September 30, 2002 and
     2001 and the period September 8, 1999 (date of inception) through September
     30, 2002,  costs were  amortized  using the  straight-line  method over the
     remaining economic life of the product, which is three years.  Amortization
     expense  for the years  ended  September  30,  2002 and 2001 and the period
     September 8, 1999 (date of inception)  through  September 30, 2002 amounted
     to $1,039,851, $519,931, and $1,559,782, respectively.

     The Company follows Statement of Financial  Accounting  Standards Board No.
     144 (SFAS No. 144), "Accounting for the Impairment or Disposal of Long-Term
     Assets."  SFAS  No.  144  requires  that  long-lived   assets  and  certain
     identifiable  intangibles  to be held and used by an entity be reviewed for
     impairment  whenever  events or  circumstances  indicate  that the carrying
     amount of these assets may not be recoverable.  In performing the review of
     recoverability,  the Company  estimates the future  undiscounted cash flows
     that are  expected to result from the use of the assets and their  eventual
     disposition.  Because events and  circumstances  frequently do not occur as
     expected,  there will  usually be  differences  between the  estimated  and
     actual  future  undiscounted  cash  flows,  and  these  differences  may be
     material. If an asset is



                                                                            F-12


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


3.   Significant Accounting Policies (continued)

     determined to be impaired, the Company recognizes a loss for the difference
     between the carrying amount and the fair value of the asset. The fair value
     of the asset is measured  using quoted  market prices or, in the absence of
     quoted market prices, fair value is based on an estimate of discounted cash
     flow analysis.  During the periods  presented,  the Company determined that
     its long-lived assets were not impaired.

     Deferred tax assets and liabilities are recognized for the estimated future
     tax  consequences  attributable  to  differences  between the  consolidated
     financial  statements  carrying  amounts of existing assets and liabilities
     and their respective income tax basis.  Deferred tax assets and liabilities
     are measured using enacted tax rates expected to apply to taxable income in
     the years in which those temporary differences are expected to be recovered
     or settled.  The effect on deferred tax assets and  liabilities of a change
     in tax rates is  recognized  as  income in the  period  that  included  the
     enactment date.

     Advertising  costs  (except  for  costs  associated  with   direct-response
     advertising)  are  charged  to  operations  when  incurred.  The  costs for
     direct-response  advertising  are capitalized and amortized over the period
     during  which future  benefits  are  expected to be  received.  Advertising
     expense  for the years  ended  September  30,  2002 and 2001 and the period
     September 8, 1999 (date of inception)  through  September 30, 2002 amounted
     to   $22,031,   $24,717,   and   $116,005,   respectively.   There  was  no
     direct-response advertising during any of the periods presented.

     Research and development costs are charged to operations when incurred. The
     amounts  charged  for the years ended  September  30, 2002 and 2001 and the
     period  September 8, 1999 (date of  inception)  through  September 30, 2002
     amounted to approximately $257,000, $0, and $456,000, respectively.

     In connection  with the Company's  private  placements,  offering costs are
     deferred and offset against the proceeds of the offering or expensed if the
     offering  is  unsuccessful.  Offering  costs  expensed  for the years ended
     September  30,  2002 and 2001,  and the period  September  8, 1999 (date of
     inception)  through  September  30,  2002  amounted  to $0,  $201,524,  and
     $201,524, respectively.






                                                                            F-13


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


3.   Significant Accounting Policies (continued)

     The  Company  records  the  intrinsic  value of the  beneficial  conversion
     feature  of  convertible  debentures  as  additional  paid-in  capital  and
     amortizes the interest over the life of the debenture.

     Loss per share is based on the  weighted  average  number of common  shares
     outstanding.  All loss per  share  amounts  in the  consolidated  financial
     statements are basic loss per share, as defined by SFAS No. 128,  "Earnings
     Per Share."  Potential  securities  were not considered in the  calculation
     since their effect would be anti-dilutive.

     Carrying  amounts  of  certain  of  the  Company's  financial  instruments,
     including  cash and  other  accrued  liabilities,  approximate  fair  value
     because of their short  maturities.  The fair value of the Company's  notes
     payable, stockholders and related parties, is estimated based on the quoted
     market  prices  for the same or  similar  issues  or on the  current  rates
     offered to the Company for debt of the same remaining maturities.

     The Financial Accounting Standards Board issued Statement No. 123 (FASB No.
     123), "Accounting for Stock-Based Compensation," effective for fiscal years
     beginning after December 15, 1995. FASB No. 123 provides that expense equal
     to the fair  value of all  stock-based  awards  on the date of the grant be
     recognized over the vesting period.  Alternatively,  this statement  allows
     entities to continue to apply the provisions of Accounting Principles Board
     Opinion No. 25, "Accounting for Stock Issued to Employees" (APB Opinion No.
     25), whereby  compensation  expense is recorded on the date the options are
     granted  to  employees  equal  to the  excess  of the  market  price of the
     underlying  stock over the  exercise  price.  The  Company  has  elected to
     continue  to apply the  provisions  of APB  Opinion  No. 25 and provide pro
     forma disclosure of the provisions of FASB No. 123.

     Certain  minor  reclassifications  have  been  made in the  2001  financial
     statements to conform to the classifications used during 2002.









                                                                            F-14


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


4.   Property and Equipment

Property and equipment at September 30, 2002 consist of:

        Leasehold improvements                $    29,889
        Equipment                                 379,869
        Furniture and fixtures                     77,142
                                              -----------
                                                  486,900
        Less accumulated depreciation             282,962
                                              -----------
                                              $   203,938
                                              ===========


5.   Notes Payable, Stockholders and Related Parties

Notes payable,  stockholders  and related  parties at September 30, 2002 consist
of:

Convertible notes payable, stockholders;  interest increased
to 15.0%  subsequent to year-end;  payable at maturity;  due
date  extended to February  28,  2003;  unsecured  (the note
holder  has the  option to  convert  all or a portion of the
note and accrued  interest into common stock; the conversion
rates range between $.50 and $1.00 per share)                     $    140,000

Note payable,  stockholders;  interest at 15.0%;  payable at
maturity; due date extended to February 28, 2003; unsecured            150,000

Notes  payable,  stockholders;  interest  at  8.0%;  due  on
demand; unsecured                                                      136,000

Note  payable,  related  party;  interest  at 12.5%;  due on
demand; unsecured                                                       20,000
                                                                  ------------
Amounts currently due                                             $    446,000
                                                                  ============

The Company issued  convertible  notes  totaling  $140,000.  Upon issuance,  the
Company  incurred a debt  discount  in the amount of $123,124 as a result of the
intrinsic value of the beneficial conversion feature and the detachable warrants
described in Note 6. This discount was  amortized  over the original life of the
notes,  which ranged between one to three months.  As of September 30, 2002, the
debt discount is fully amortized.






                                                                            F-15


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


5.   Notes Payable (continued)

The terms and amounts of the above notes payable are not necessarily  indicative
of the terms that would have been incurred or agreed had comparable transactions
been entered into with independent parties.

On July 16, 2002, the Company signed a letter of intent to obtain a guarantee of
an  unrelated  company  who would  pledge up to  $4,000,000  of  investments  as
collateral  to assist the  Company in  obtaining  a loan.  In  exchange  for the
guarantee,  the  Company  will issue  preferred  stock for a 15  percent  equity
position in the Company to the guarantor. Upon final execution of the agreement,
the value of the guarantee,  based on the value of the underlying  stock issued,
will be recorded as an intangible asset and will be amortized over the estimated
duration of the available guarantee.

In  addition  to the stock  issued,  the  Company is also  obligated  to pay the
guarantor a one time flat fee of $80,000, as well as $37,000 per year in account
set-up and escrow fees,  and a one percent annual  maintenance  fee based on the
value of the collateral.

The Company  signed an agreement on September  30, 2002,  but has been unable to
execute the agreement with the guarantor. The Company is uncertain if it has the
ability to guarantee the financing that it is trying to obtain.  Therefore,  the
Company has not issued the preferred  stock or obtained any  financing  with the
guarantee.


6.   Warrants

In connection with the issuance of $140,000 of convertible  debt as described in
Note 5, $32,403 of the proceeds  have been  allocated  to the  detachable  stock
warrants.  Upon surrender of warrants, the holder is entitled to purchase 73,000
shares of the Company's common stock. The exercise price ranges between $.25 per
share and $1.50 per share. The warrants expire on January 31, 2004.

At  September  30,  2002,  the  Company  had  outstanding  warrants  to purchase
3,033,125  shares of the Company's  common stock at prices  ranging from $.25 to
$1.50 per share. The warrants became exercisable during 2002 and 2001 and expire
on various dates through 2003.







                                                                            F-16


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


7.   Commitments and Contingencies

The Company entered into employment  agreements with two of its officers.  Under
the terms of these agreements, the Company is obligated to pay these individuals
a base salary totaling $403,000 per year during 2002 and 2003.

In addition,  if the Company  achieves  certain revenue  levels,  the Company is
obligated to pay bonuses to the  officers.  These  bonuses range from $25,000 to
$150,000,  plus 250,000  shares or options.  If these  officers  are  terminated
without  just cause,  the Company  must pay them an amount  equal to one year of
their base salary. If the Company is acquired and the new owners want to replace
these officers,  the Company must pay them an amount equal to two years of their
base salary.

The Company rents its operating  facilities  under a lease  expiring in the year
2006. The lease contains scheduled annual increases in rent over the lease term.
The following is a schedule of the future payments required under this lease:

         Year Ending
        September 30,
        -------------
             2003        $164,164
                         ========
             2004        $171,028
                         ========
             2005        $177,892
                         ========
             2006         $14,892
                         ========

Rent expense  amounted to $175,996,  $119,396,  and $316,998 for the years ended
September 30, 2002 and 2001 and the period September 8, 1999 (date of inception)
through September 30, 2002, respectively.


8.   Related Party Transactions

During the year ended September 30, 2002, various stockholders and other related
parties  performed  services and advanced funds to the Company.  Included in the
Company's   consolidated   financial   statements   is  $81,259  owed  to  these
stockholders  and other related  parties at September  30, 2002.  This amount is
unsecured and is non-interest bearing.

The terms of the above advances and its amounts are not  necessarily  indicative
of the  terms or  amounts  that  would  have  been  incurred  or agreed to had a
comparable transaction been entered into with independent parties.


                                                                            F-17


<PAGE>


                    RDC International, Inc. and Subsidiaries
                        (A Development Stage Enterprise)

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2002 and 2001 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2002


9.   Income Taxes

Temporary differences giving rise to the deferred tax asset consist primarily of
loss  carryforwards  of approximately  $7,500,000,  which may be applied against
future  taxable  income,   approximately   $10,000  of  net  start-up   expenses
amortizable  for tax purposes  over five years,  and  approximately  $624,000 of
software  amortization to be deducted in future years.  These  differences  give
rise to deferred tax assets at September 30, 2002 of  approximately  $3,053,000.
The Company has provided a full valuation allowance related to the realizability
of the deferred tax asset. The valuation allowance is based on evidence that the
deferred  tax asset  will  more  likely  than not be  realized.  Such  valuation
allowance may be increased or decreased in the future based on the likelihood of
achieving future taxable earnings.

The loss carryforward expires beginning in September 2019.


10.  Stock Option Plan

On October 1, 2001, the Company  adopted a Board of Directors stock option plan.
Under the plan,  each Board  member,  excluding  those  employed by the Company,
shall be granted the option to purchase  50,000 shares of the  Company's  common
stock at a price equal to 25 percent of the market  price at the grant  date.  A
maximum of 50 percent of the  option is  exercisable  after each Board  member's
first year anniversary.  The remaining 50 percent is exercisable after the Board
Member's second year anniversary. The option expires on the Board member's third
anniversary.

No options have been granted under the plan as of September 30, 2002.













                                                                            F-18

<PAGE>


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act

(a) Set  forth  below are the  names,  ages,  positions,  with the  Company  and
business experiences of the executive officers and directors of the Company.


Name                    Age      Position(s) with Company
---------------        -----     ---------------------------------------
John Harkola            50       Chairman, Chief Executive Officer
Anthony Cella           57       Chief Financial Officer, Vice-Chairman
Clifford Tager          44       Secretary, Director
Ben Dickens             50       Director
Alan Reiter             50       Director
Brad Vossler            46       Director


All  directors  hold  office  until the next  annual  meeting  of the  Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Directors. The officers and directors will
devote such time and effort to the business and affairs of the Company as may be
necessary  to  perform  their  responsibilities  as  executive  officers  and/or
directors of the Company.

Family Relationships

There are no family  relationships  between or among the executive  officers and
directors of the Company.

Business Experience

John  Harkola is Chairman and Chief  Executive  Officer.  His 30-year  career in
executive management and marketing for a client base that included such firms as
Kodak,  Bausch & Lomb, Xerox and IBM is steeped in technology  applications.  He
has won international  and national awards and industry honors.  Mr. Harkola was
previously the executive vice president/director of a marketing/media production
company  based in  Rochester,  New York and  Dallas,  Texas,  and of a marketing
communications firm in Lincoln, Nebraska.

Anthony A. Cella, C.P.A., is Chief Financial Officer and Vice-Chairman.  He is a
graduate of St. John's University in New York and received his masters degree in
finance  from NYU.  His  background  is in SEC  filings and  financing  start-up
operations.  Prior to joining the  Company,  he was CFO with a  technology-based
operation.  Mr. Cella  started his career with Ernst & Young,  a New  York-based
public  accounting  firm,  and moved into  private  industry  in 1970,  with USV
Pharmaceutical Corporation and Ametek, Inc.


                                       60
<PAGE>



Clifford Tager is the Intellectual Property Counsel,  Corporate Secretary, and a
member of the Board of Directors. Mr. Tager established his private law practice
in 1991.  He  specializes  in all aspects of  intellectual  property law matters
including patents, trademarks,  copyrights, trade secrets, trade dress, computer
software,  licensing and  litigation.  Mr. Tager received a Juris Doctorate from
The George Washington University, National Law Center.

Benjamin  Dickens is a member of the Company's  Board of Directors and currently
serves  as  a  partner  of  the  oldest  U.S.   firm  devoted   exclusively   to
telecommunications   practice,  Blooston,   Mordkofsky,   Jackson  and  Dickens,
Washington,  D.C. The firm represents  several  hundred local exchange  carriers
with  diversified  operations in cellular PCS. In his more than twenty-four (24)
years as a  practicing  attorney,  he has  represented  clients  before the U.S.
District Court,  the U.S. Court of Appeals for the District of Columbia  Circuit
and the FCC,  where he was involved  with the breakup of the Bell System and the
resulting federal access charge structure.

He also has more than six (6) years of  experience  before  the  Florida  Public
Service Commission, where he helped shape state regulatory policy in the wake of
deregulation.  An international  and national lecturer and author on the subject
of  telecommunications  deregulation,  Dickens received his undergraduate degree
from Mercer  University and his law degree from Florida State University  School
of Law.

Alan Reiter, a Director, is president of the pioneering consulting firm Wireless
Internet & Mobile  Computing.  Mr. Reiter has been analyzing the  convergence of
the  wireless  communications  and  computing  industries  since 1978.  His firm
analyzes such areas as smart wireless  devices,  wireless  e-commerce,  wireless
information services, wireless portals, wireless access to corporate databases,
wireless security and wireless advertising. Clients range from multinationals to
small startups and have included/include:  BellSouth, Ericsson, Motorola, Nokia,
Proxicom and the Wireless Data Forum.  Previously,  Mr. Reiter  established  the
world's first wireless computing newsletter and was instrumental in establishing
the world's first  cellular  magazine.  He also  established  the first cellular
conference,  the first wireless data  conference  and helped  develop  Telocator
Network  of  America   (now   called  the   Personal   Communications   Industry
Association).  Mr.  Reiter  has a  B.A.  in  English  and  Writing,  a  M.S.  in
broadcasting,  and has  completed  additional  graduate  courses  in  electrical
engineering for telecommunications, and science, technology and foreign affairs.



                                       61
<PAGE>


Bradley J. Vossler, a Director,  is the Chief Development  Officer for Retrieval
and has been at the forefront of computer  applications  technology for the past
ten (10) years. He has extensive experience with  Internet-related  technologies
and  specializes  in using both emerging and  established  technology to satisfy
business  needs.  His unique blend of business and computer  education  from the
University of  Nebraska-Lincoln  and experience allows him to envision and build
practical  applications  for today's business world. Mr. Vossler has worked with
businesses   of  every   size  from   single-owner   consulting   companies   to
multi-national information technology corporations.  His background includes the
use of several programming platforms; Internet and Intranet networking planning,
installation and configuration; and SQL database management and configuration.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

No Director,  Officer,  Beneficial  Owner of more than ten percent  (10%) of any
class of equity  securities  of the  Company  failed  to file on a timely  basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal year or prior fiscal years.

Item 10. Executive Compensation

<TABLE>
<CAPTION>
Name and               Year     Annual         Annual      Annual       LT            LT            LTIP         All Other
Post                            Comp           Comp        Comp         Comp         Comp           Payouts      (1)
                                Salary         Bonus       Other        Rest         Options
                                   (1)         ($)                      Stock
=================== = ======== ============== =========== ============ ============ ============== ============ =============
<S>                   <C>      <C>            <C>         <C>          <C>          <C>            <C>          <C>
John Harkola,         1999     $9,200
Chairman,
and CEO               2000     $110,000                                                                         $26,992
                                                                                                                (relocation)
                      2001     $160,000                       $12,000                                           $849
                                                                   (2)                                          (expenses)
                      2002     $189,750                                                $12,000                  $2,963
-------------------
Anthony               1999     $0
Cella, Vice-
Chairman and          2000     $80,000                                                                          $6,909
Director                                                                                                        (expenses)
                      2001     $160,000                       $12,000                                           $585
                                                                   (2)                                          (expenses)
                      2002     $182,500                                                $12,000                  $6,070
-------------------
Clifford              1999     $0
Tager,
Secretary and         2000     $0                                                                               $51,750
Director                                                                                                        (legal fees)
                      2001     $0

                      2002     $0                                                                               $44,404
                                                                                                                 (legal fees)
-------------------
</TABLE>


                                       62
<PAGE>


<TABLE>
<S>                   <C>      <C>            <C>         <C>          <C>          <C>            <C>          <C>
Benjamin              1999     $0
Dickens,
Director              2000     $0

                      2001     $0                                                                               $2,700
                                                                                                                (expenses)
                      2002     $0                                                                               $2,700
                                                                                                                (expenses)
-------------------
Donald F.             1999     $0
Mintmire,
Director              2000     $0
                                                                                                                $36,000
                      2001     $0                                                                               (legal fees)
                      2002     $0                                                                               $111,774
                                                                                                                (legal fees)
-------------------
Alan Reiter,          1999     $0
Director
                      2000     $0

                      2001     $0                                                                               $40,692(3)
                                                                                                                (consulting)
                      2002     $0                                                                               $15,492
                                                                                                                (consulting)
-------------------
Brad Vossler,         1999     $0
Director
                      2000     $0

                      2001     $0                                                                               $20,000(4)
                                                                                                                (consulting)
                      2002     $0
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.

(2)  Under their respective  employment  agreements,  Messrs.  Harkola and Cella
     receive reimbursement from the Company for their automobile expenses.

(3)  Mr.  Vossler was paid a $20,000 fee for his services in  development of the
     Company's products.

(4)  Mr.  Reiter has  provided  consulting  services to the  Company  related to
     marketing and advertising of the Company's products.

Compensation of Directors

The Company has no standard  arrangements  for compensating the directors of the
Company for their attendance at meetings of the Board of Directors.


                                       63
<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth  information as of September 30, 2002,  regarding
the ownership of the  Company's  Common Stock by each  shareholder  known by the
Company  to be the  beneficial  owner  of more  than  five  percent  (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.



Name and Address of           Title of     Amount and Nature of     Percent of
Beneficial Owner                 Class      Beneficial Owner          Class
--------------------------------------------------------------------------------

John Harkola                  Common           1,265,000            7.7%

Anthony Cella                 Common             385,000            2.3%

Clifford Tager                Common             330,000            2.0%

Benjamin Dickens              Common                   0              0%

Donald F. Mintmire            Common                   0              0%

Alan Reiter                   Common              40,000            0.2%

Brad Vossler                  Common             600,000            3.6%

All Executive Officers and    Common           2,620,000           15.9%
Directors as a Group
(Seven (7) persons)
-------------------

(1)  The address for each of the above is c/o RDC International,  Inc. 1819 Main
     Street, Suite 702, Sarasota, FL 34236.

There are no  arrangements  which may  result in the  change of  control  of the
Company.

Item 12. Certain Relationships and Related Transactions

In June and July 2002,  Anthony A. Cella, the Company's  current Chief Financial
Officer, lent the Company a combined $105,000.  The indebtedness is evidenced by
three  promissory  notes, all payable on demand and all of which accrue interest
at a rate of eight percent per annum.


                                       64
<PAGE>



In July and September 2002, John Harkola,  the Company's current Chief Executive
Officer,  lent the Company a combined $31,000.  The indebtedness is evidenced by
two  promissory  notes,  both of which are  payable  on demand and both of which
accrue interest at a rate of eight percent per annum.

Item 13. Exhibits and Reports on Form 8-K.

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described  in the  following  index of  exhibits,  are  incorporated  herein  by
reference, as follows:

<TABLE>
<CAPTION>
Exhibit
Number            Description
-------------------------------------------------------------------------
<S>      <C>      <C>
3.(i).1  [1]      Articles of Incorporation of Lautrec, Inc. filed September 18, 1995.

3.(i).2  [1]      Articles of Amendment to Articles of Incorporation filed December 6, 1999.

3.(i).3  [3]      Articles of Amendment to Articles of Incorporation changing the name to RDC
                  International, Inc. filed July 11, 2000.

3.(ii).1 [1]      Bylaws of the Company.

4.1      [2]      Share Exchange Agreement between the Company, Retrieval Dynamics Corporation
                  and the shareholders of Retrieval Dynamics Corporation dated June 30, 2000.

4.2      [4]      Convertible Note by Retrieval Dynamics Corporation in favor of Clifford Tager
                  dated March 1, 2000.

4.3      [4]      Convertible Note by Retrieval Dynamics Corporation in favor of Clifford Tager
                  dated April 1, 2000.

4.4      [4]      Convertible Note by Retrieval Dynamics Corporation in favor of Ned W. Shawkey
                  and Helen Shawkey Trustees dated April 11, 2000.

4.5      [4]      Convertible Note by Retrieval Dynamics Corporation in favor of Charles H. Fridley
                  and Teresa S. Fridley JT dated April 11, 2000.

4.6      [4]      Convertible Note by Retrieval Dynamics Corporation in favor of Janet Molino-Bem
                  dated April 11, 2000.
</TABLE>

59


                                       65
<PAGE>


<TABLE>
<S>      <C>      <C>
4.7      [4]      Convertible Note by Retrieval Dynamics Corporation in favor of Kirk Groome and
                  Alma Groome JT dated June 15, 2000.

4.8      [4]      Offering Memorandum dated September 30, 2000.

4.9      [4]      Form of Subscription Agreement pursuant to September 30, 2000 Offering
                  Memorandum.

4.10     [4]      Convertible Note by Retrieval Dynamics Corporation in favor of Clifford Tager
                  dated August 1, 2000.

4.11     [5]      Convertible Note by the Company in favor of Robert and Nancy Zivitz dated July 10,
                  2001.

4.12     [5]      Convertible Note by the Company in favor of Robert and Nancy Zivitz dated July 16,
                  2001.

10.1     [4]      Employment Agreement between Retrieval Dynamics Corporation and John Harkola
                  dated September 1, 1999.

10.2     [4]      Employment Agreement between Retrieval Dynamics Corporation and Anthony
                  Cella dated March 1, 2000.

10.3     [4]      Cooperation Agreement between Retrieval Dynamics Corporation and Phone Online,
                  Inc. dated September 2000.

10.4     [4]      Web Development Agreement between Retrieval Dynamics Corporation and
                  MethodFactory, Inc. dated September 13, 2000.

10.5     [4]      Contact Import and Customer Service Scope Agreement between Retrieval
                  Dynamics Corporation and MethodFactory, Inc. dated October 25, 2000.

10.6     [4]      Master Service Agreement between Retrieval Dynamics Corporation and Phone
                  Online, Inc. dated October 2000.

10.7     [4]      Lease Agreement between Retrieval Dynamics Corporation and Osprey, S.A., Ltd.
                  dated November 2000.

10.8     [4]      Option Agreement between the Company and Quantam Financial Management
                  Company.

10.9     [5]      Wireless Service Internet Agreement between Retrieval Dynamics Corporation and
                  Sprint Spectrum, L.P. dated July 30, 2001.

10.10    [6]       Equity Financing Agreement between the Company and Unicorn Capital
                  Investments Limited and related documents.

10.11    [6]       Sub-Dealer Agreement, Sub-Dealer Supply Agreement and related documents
                  between the Company and VoiceStream Wireless Corporation and Research In Motion Corporation.

99.1      *       Sarbanes-Oxley Certification by Chief Executive Officer.

99.2      *       Sarbanes-Oxley Certification by Chief Financial Officer.
</TABLE>
-------------------------


                                       66
<PAGE>




* Filed herewith.

[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed February 22, 2000.

[2]  Previously  filed with the Company's  Current Report on Form 8-K filed July
     14, 2000.

[3]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 21, 2000.

[4]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     January 16, 2001.

[5]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     December 31, 2001.

[6]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 16, 2002.

(b) A report on Form 8-K was filed on July 14, 2000 reporting the Share Exchange
conducted  between  the  Company,   Retrieval   Dynamics   Corporation  and  the
shareholders  of Retrieval  Dynamics  Corporation  on June 30, 2000.  An amended
report on Form 8-KA was filed on September 29, 2000 which  included the required
financial statements of Retrieval Dynamics Corporation.


                                       67
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 and 15(d) of the Exchange  Act, the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                             RDC International, Inc.
                            ------------------------
                                  (Registrant)

Date: February 24, 2003    By:/s/ John Harkola
                            -----------------------------------------
                            John Harkola, Chairman and CEO

                            By:/s/ Anthony Cella
                            -----------------------------------------
                            Anthony Cella, CFO and Vice-Chairman

                            By:/s/ Alan Reiter
                            -----------------------------------------
                            Alan Reiter, Director

                            By:/s/ Brad Vossler
                            -----------------------------------------
                            Brad Vossler, Director


Pursuant to the requirements of the Exchange Act, this report has been signed by
the following persons in the capacities and on the dates indicated.

Signature                           Title                     Date

/s/ John Harkola                    Chairman and CEO          February 24, 2003
-----------------------------
John Harkola

/s/ Anthony Cella                   CFO and Vice-Chairman     February 24, 2003
-----------------------------
Anthony Cella

/s/ Alan Reiter                     Director                  February 24, 2003
-----------------------------
Alan Reiter

/s/ Brad Vossler                    Director                  February 24, 2003
-----------------------------
Brad Vossler


                                       68
<PAGE>



I, John Harkola, certify that:

1.  I have reviewed this annual report on Form 10-KSB of RDC International, Inc.

2.  Based on my  knowledge,  this  annual  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 annual
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual 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 annual 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 annual
report (the "evaluation date"); and

C) presented in this annual 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.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not 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: February 24, 2003


/s/ John Harkola
-----------------------------------------
John Harkola
Chief Executive Officer (or equivalent)


                                       69
<PAGE>



I, Anthony Cella, certify that:

1. I have reviewed this annual report on form 10-KSB of RDC International, Inc.

2.  Based on my  knowledge,  this  annual  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 annual
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual 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 annual 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 annual
report (the "evaluation date"); and

C) presented in this annual 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.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not 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: February 24, 2003



/s/ Anthony Cella
---------------------------------------
Anthony Cella
Chief Financial Officer (or equivalent)

                                       70