U.S. Securities and Exchange Commission
                             Washington, D.C. 20549
                                   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, 2000

[_]  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. $0

     Of the  6,840,000  shares  of voting  stock of the  registrant  issued  and
outstanding   as  of  September  30,  2000,   2,720,000   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.

                                     PART I

Item 1. Description of Business

         (a)      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
has applied 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 630 South
Orange Avenue,  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

                                        2

<PAGE>



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").

         In September 1999,  prior to its acquisition by the Company,  Retrieval
entered into an employment  agreement with John Harkola,  the Company's  current
Chairman and Chief Executive Officer. Mr. Harkola received a monthly installment
based upon an annual salary in the amount of $110,000  until  November  2000. At
that time,  his annual  salary (and his monthly  installment)  was  increased to
$160,000.  He receives an automobile  allowance of $1,000 per month and cellular
phone service at the expense of Retrieval. He is also entitled to other benefits
including life insurance,  health insurance,  participation in Retrieval's bonus
incentive  program  and  participation  in a stock  option  plan as they  become
available.  The  term is for a period  of two (2)  years.  See  Part I,  Item 1.
"Description   of  Business  -  (b)  Business  of  Registrant  -  Employees  and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and Agreements";  Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners  and  Management";  and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".

         In March  2000,  prior to its  acquisition  by the  Company,  Retrieval
entered into an employment  agreement with Anthony Cella, the Company's  current
Chief  Financial  Officer  and  Vice-Chairman.  Mr.  Cella  received  a  monthly
installment based upon an annual salary in the amount of $120,000 until November
2000.  At that  time,  his  annual  salary  (and his  monthly  installment)  was
increased to $160,000.  He receives an automobile  allowance of $1,000 per month
and cellular  phone service at the expense of Retrieval.  He is also entitled to
other benefits  including life insurance,  health  insurance,  participation  in
Retrieval's  bonus incentive program and participation in a stock option plan as
they become  available.  The term is for a period of two (2) years.  See Part I,
Item 1.  "Description  of Business - (b) Business of  Registrant - Employees and
Consultants";  Part III, Item 10. "Executive  Compensation - Employee  Contracts
and Agreements";  Part III, Item 11. "Security  Ownership of Certain  Beneficial
Owners  and  Management";  and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".


                                        3

<PAGE>



         In March  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Clifford L. Tager, the Company's current
Secretary  and  Director,  in the  principal  amount of $15,000.  The note bears
interest at a rate of nine percent (9%) per annum.  The note matures thirty (30)
days  following the earlier of (i) an initial  public  offering of the Company's
Common  Stock,  through  a 1933 Act  Registration,  (ii) a merger  or a  reverse
merger,  or (iii) a buyout of the corporation.  At maturity,  the holder has the
option to: (i) request repayment of all principal and interest, (ii) convert all
or part of the principal and/or the interest into shares of the Company's Common
Stock at a price  equal to fifty  percent  (50%) of the market  price,  or (iii)
request that the Company convert the note into shares of the Company's Preferred
Stock if available.  In November 2000, the holder elected to convert all of said
principal but none of the interest to 30,000 shares of the Company's  restricted
Common Stock The interest is still outstanding.  For such offering,  the Company
relied upon the 506 Exemption and Section 36b-31-21b-9b of the Connecticut Code.
See Part I, Item 1.  "Description  of Business - (b)  Business of  Registrant  -
Employees  and  Consultants";  Part I,  Item  6.  "Management's  Discussion  and
Analysis  or Plan of  Operation  - Financial  Condition,  Liquidity  and Capital
Resources";  Part III, Item 10. "Executive Compensation - Employee Contracts and
Agreements"; Part III, Item 11. "Security Ownership of Certain Beneficial Owners
and  Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

         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,  (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  who  offered  and sold the
securities in Connecticut.

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Clifford L. Tager, the Company's current
Secretary  and  Director,  in the  principal  amount of  $6,000.  The note bears
interest at a rate of nine percent (9%) per annum.  The note matures thirty (30)
days  following the earlier of (i) an initial  public  offering of the Company's
Common  Stock,  through  a 1933 Act  Registration,  (ii) a merger  or a  reverse
merger,  or (iii) a buyout of the corporation.  At maturity,  the holder has the
option to: (i) request repayment of all principal and interest, (ii) convert all
or part of the principal and/or the interest into shares of the Company's Common
Stock at a price  equal to fifty  percent  (50%) of the market  price,  or (iii)
request that the Company convert the note into shares of the Company's Preferred
Stock if  available.  The  note is still  outstanding.  For such  offering,  the
Company  relied  upon  the 506  Exemption  and  Section  36b-  31-21b-9b  of the
Connecticut Code. See Part I, Item 1. "Description of Business - (b) Business of
Registrant  -  Employees  and  Consultants";   Part  I,  Item  6.  "Management's
Discussion  and Analysis or Plan of Operation - Financial  Condition,  Liquidity
and Capital  Resources";  Part III, Item 10. "Executive  Compensation - Employee
Contracts and  Agreements";  Part III, Item 11.  "Security  Ownership of Certain
Beneficial Owners and Management"; and Part III, Item 12. "Certain

                                        4

<PAGE>



Relationships and Related Transactions".

         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,  (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  who  offered  and sold the
securities in Connecticut.

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed  a  convertible  note in favor of Ned W.  Shawkey  and  Helen  Shawkey,
Trustees in the principal  amount of $10,000.  The note bears interest at a rate
of nine percent (9%) per annum.  The note matures thirty (30) days following the
earlier of (i) an initial public offering of the Company's Common Stock, through
a 1933 Act Registration, (ii) a merger or a reverse merger, or (iii) a buyout of
the  corporation.  At  maturity,  the holder  has the  option  to:  (i)  request
repayment  of all  principal  and  interest,  (ii)  convert  all or  part of the
principal  and/or the interest  into shares of the  Company's  Common Stock at a
price equal to fifty percent  (50%) of the market  price,  or (iii) request that
the Company  convert the note into shares of the  Company's  Preferred  Stock if
available.  In  November  2000,  the holder  elected  to convert  $1,000 of said
principal to 2,000 shares of the Company's restricted Common Stock The remaining
principal  and interest is still  outstanding.  For such  offering,  the Company
relied upon the 506 Exemption and Section  517.061(11)  of the Florida Code. See
Part I, Item 6.  "Management's  Discussion  and  Analysis or Plan of Operation -
Financial  Condition,  Liquidity and Capital Resources";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

         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 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

                                        5

<PAGE>



appropriate  executive  officer.  In  that  regard,  Mr.  Voghel  supplied  such
information and was available for such questioning.

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Charles H. Fridley and Teresa S. Fridley
in the principal  amount of $50,000.  The note bears  interest at a rate of nine
percent (9%) per annum.  The note matures thirty (30) days following the earlier
of (i) an initial public offering of the Company's Common Stock,  through a 1933
Act  Registration,  (ii) a merger or a reverse merger,  or (iii) a buyout of the
corporation. At maturity, the holder has the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  In November
2000, the holder  elected to convert  $25,000 of said principal plus $2493.49 of
interest to 54,987 shares of the Company's restricted Common Stock The remaining
principal  and interest is still  outstanding.  For such  offering,  the Company
relied upon the 506 Exemption and Section  517.061(11)  of the Florida Code. See
Part I, Item 6.  "Management's  Discussion  and  Analysis or Plan of Operation -
Financial  Condition,  Liquidity and Capital Resources";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

         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 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,  Mr. Voghel supplied such information and was available for such
questioning.

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Janet Molino-Bem in the principal amount
of $25,000. The note bore interest at a rate of nine percent (9%) per annum. The
note matured  thirty (30) days  following  the earlier of (i) an initial  public
offering of the Company's Common Stock, through a 1933 Act Registration,  (ii) a
merger or a reverse merger,  or (iii) a buyout of the corporation.  At maturity,
the  holder  has the  option to: (i)  request  repayment  of all  principal  and
interest, (ii) convert all or part of the principal

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and/or the interest into shares of the  Company's  Common Stock at a price equal
to fifty percent  (50%) of the market  price,  or (iii) request that the Company
convert the note into shares of the Company's Preferred Stock if available.  The
note has since been repaid in full. For such  offering,  the Company relied upon
the 506 Exemption and Section  517.061(11) of the Florida Code. See Part I, Item
6.  "Management's  Discussion  and  Analysis  or Plan of  Operation  - Financial
Condition,  Liquidity and Capital  Resources";  and Part III, Item 12.  "Certain
Relationships and Related Transactions".

         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 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,  Mr. Voghel supplied such information and was available for such
questioning.

         In June  2000,  prior  to its  acquisition  by the  Company,  Retrieval
executed a  convertible  note in favor of Kirk  Groome and Alma Groome JT in the
principal  amount of $3,000.  The note bore  interest at a rate of nine  percent
(9%) per annum.  The note matured  thirty (30) days following the earlier of (i)
an initial  public  offering of the Company's  Common Stock,  through a 1933 Act
Registration,  (ii) a merger  or a  reverse  merger,  or  (iii) a buyout  of the
corporation. At maturity, the holder had the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  In November
2000,  the holder  elected to convert all principal and interest to 6,206 shares
of the Company's restricted Common Stock. For such offering,  the Company relied
upon the 506 Exemption and Section  517.061(11) of the Florida Code. See Part I,
Item 6.  "Management's  Discussion and Analysis or Plan of Operation - Financial
Condition,  Liquidity and Capital  Resources";  and Part III, Item 12.  "Certain
Relationships and Related Transactions".

         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 35 persons; (ii) neither the offer nor the

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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, Mr. Voghel supplied such information and was available
for such questioning.

         In June 2000, the Company  effected a forward stock split of its Common
Stock at a rate of five (5) to one (1),  for holders of record on June 15, 2000,
with distribution effective June 25, 2000. See Part I, Item 5 "Market for Common
Equity and Related Stockholder Matters."

         In June 2000, the Company conducted a share exchange with Retrieval and
the  shareholders of Retrieval,  whereby the Company issued  4,000,000 shares of
its Common Stock in exchange for shares  representing one hundred percent (100%)
of the issued and  outstanding  Common Stock of  Retrieval.  Retrieval  became a
wholly  owned  subsidiary  of the  Company  as  part  of  this  transaction.  In
connection  with the  exchange,  Peter Voghel,  the Company's  past Chairman and
Chief Executive Officer received 1,480,000 shares,  John Harkola,  the Company's
current  Chairman and Chief Executive  Officer  received  800,000  shares,  Brad
Vossler,  a current  Director of the Company  received  600,000 shares,  Anthony
Cella, the Company's current Chief Financial Officer and Vice- Chairman received
80,000 shares and Alan Reiter a current  Director  received  40,000 shares.  For
such offering, the Company relied upon the 506 Exemption, Section 517.061(11) of
the Florida Code,  Section 11.602 of the Maryland Code and Section 8-1111(14) of
the Nebraska Code. See Part I, Item 1.  "Description  of Business - (b) Business
of  Registrant  -  Employees  and  Consultants";  Part I, Item 6.  "Management's
Discussion and Analysis - Stockholder's  Deficit;  Part III, Item 10. "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

         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 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

                                        8

<PAGE>



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,  Ms.  Campbell  supplied  such  information  and was
available for such questioning.

         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 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.

         The facts relied upon to make the Nebraska exemption  available include
the following:  (i) the  transaction  was incident to a right of conversion or a
statutory   or   judicially   approved    reclassification,    recapitalization,
reorganization, quasi-reorganization, stock split, merger, consolidation or sale
of assets.

         From the date of the  Agreement in June 2000,  to the end of the fiscal
year  (September  30,  2000),  the  Company  sold  120,000  shares  to three (3)
investors for a total of $120,000.  For such  offering,  the Company relied upon
the  506  Exemption,  Section  517.061(11)  of  the  Florida  Code  and  Section
460-44A-506   of  the  Washington   Code.  See  Part  III,  Item  12.   "Certain
Relationships and Related Transactions".

         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 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,

                                        9

<PAGE>



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, Mr. Voghel supplied such information and was available
for such questioning.

         The facts  relied  upon to make the  Washington  Exemption  include the
following:  (i) the  Company  filed a completed  SEC Form D with the  Washington
Department of Financial  Institutions,  Securities  Division;  (ii) the Form was
filed  not  later  than 15 days  after the  first  sale;  and (iii) the  Company
executed a Form U-2 consent to service of process,  and (iv) the Company paid an
appropriate filing fee of $300.00 to the Washington State Treasurer.

         In July 2000,  the Company  authorized  issuance  of 120,000  shares to
Anthony Cella, the Company's  current Chief Financial  Officer and Vice-Chairman
for services rendered to the Company,  although the shares were not issued until
November 2000. For such offering,  the Company relied upon the 506 Exemption and
Section  517.061(11)  of the Florida Code. See Part I, Item 1.  "Description  of
Business - (b) Business of  Registrant - Employees and  Consultants";  Part III,
Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

         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 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,  Mr. Voghel supplied such information and was available for such
questioning.


                                       10

<PAGE>



         In July 2000, the Company issued Quantam Financial  Manager Company,  a
Florida  corporation  ("Quantam")  an option to purchase  100,000  shares of the
Company's  restricted  Common Stock at a an exercise  price of $0.001 per share.
Such option was exercisable  for a period of one (1) year.  Until the option was
exercised,  the  option  carried  certain  anti-dilution  rights.  In July 2000,
Quantam exercised such option,  but was not issued 100,000 shares until November
2000. The shares carry piggy-back  registration  rights. For such offering,  the
Company  relied upon the 506  Exemption and Section  517.061(11)  of the Florida
Code. See Part III, Item 12. "Certain Relationships and Related Transactions".

         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 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,  Mr. Voghel supplied such information and was available for such
questioning.

         In August  2000,  Retrieval  executed  a  convertible  note in favor of
Clifford  L.  Tager,  the  Company's  current  Secretary  and  Director,  in the
principal  amount of $30,750.  The note bears interest at a rate of nine percent
(9%) per annum.  The note matures  thirty (30) days following the earlier of (i)
an initial  public  offering of the Company's  Common Stock,  through a 1933 Act
Registration,  (ii) a merger  or a  reverse  merger,  or  (iii) a buyout  of the
corporation. At maturity, the holder has the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  The note is
still outstanding.  For such offering, the Company relied upon the 506 Exemption
and  Section  36b-31-21b-9b  of the  Connecticut  Code.  See  Part  I,  Item  1.
"Description   of  Business  -  (b)  Business  of  Registrant  -  Employees  and
Consultants";  Part I, Item 6. "Management's  Discussion and Analysis or Plan of
Operation - Financial  Condition,  Liquidity and Capital  Resources";  Part III,
Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".


                                       11

<PAGE>



         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,  (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  who  offered  and sold the
securities in Connecticut.

         In September 2000, Retrieval entered into a cooperation  agreement with
Phone Online, Inc., a Tennessee corporation ("POI"),  whereby both companies can
take  advantage  of  each  others  clients  and  contacts,  resulting  in a paid
commission  to the other.  The  commission  is a fee of ten percent (10%) of net
revenue generated by the relationship in the first twelve (12) months.  The term
of the contract is  indefinite,  but either  party may  terminate by thirty (30)
days written notice to the other.

         In  September  2000,  Retrieval  contracted  with  MethodFactory,  Inc.
("MFI") to produce the website design and the web-based  management facility for
the Retrieval's Qxprint(TM) product. For such services,  Retrieval is to pay MFI
$21,500.

         In  October  2000,  Retrieval  contracted  with MFI to create a contact
import  and  customer  service  representative   administration  panel  for  its
Qxprint(TM)  software  product.  For  such  services,  Retrieval  is to pay  MFI
$12,500.

         In October 2000, Retrieval entered into a master service agreement with
POI. The term of the agreement is the later of four (4) years and the conclusion
of  services   under  any  then  current  work   statement.   The  agreement  is
automatically renewable for successive one (1) year periods.  Beginning February
2001 and for a period  of three  (3) years  thereafter,  Retrieval  must pay POI
eight percent (8%) of its gross revenues generated.  POI granted Retrieval a one
(1)  year  license  to use and  operate  its Blue  Moon  software  on  Retrieval
computers.  Such license is automatically  renewable for successive one (1) year
periods.  For  such  license,  Retrieval  must  pay POI an  annual  license  fee
determined by  multiplying  the last full month hosting fee by twelve (12).  The
first work  statement  generated  under the  master  service  agreement  was for
Retrieval's  Qxprint(TM)  1.0 software  product.  The project is scheduled to be
completed by January 19, 2001. The contract price is $98,000.

         In November  2000,  Retrieval  entered into a lease with Osprey,  S.A.,
Ltd. for the premises located at 1819 Main Street, Suites 702 and 703, Sarasota,
FL 34236.  The lease is for a period of five (5) years.  Rent for the first year
is $8,008 per month,  for the second  year is $13,156  per month,  for the third
year is $13,728 per month,  for the fourth year is $14,300 per month and for the
fifth year is $14,872 per month. The property serves as both Retrieval's and the
Company's main  headquarters  and consists of  approximately  six thousand eight
hundred  sixty four  (6,864)  square feet of office  space.  See Part 1, Item 2.
"Description  of Property" and Part III,  Item 12.  "Certain  Relationships  and
Related Transactions".

                                       12

<PAGE>



         See (b) "Business of Registrant" immediately below for a description of
the Company's business.

         (b)      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.  The Company is known as an eWASP  (electronic  wireless  service
provider).  As a service  provider,  the Company  develops  and offers  wireless
application services.

Wireless Industry Overview

         Introduction

         Data   communications   is  the   fastest   growing   segment   of  the
communications industry. The Internet, in particular,  has emerged as one (1) 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 tools 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 tools  they need to access  data from
anywhere in the world with convenience, speed, reliability and security.

                                       13

<PAGE>



         Wireless data telegraphy 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.

         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 sixty million (60,000,000) 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.

         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.

                                       14

<PAGE>



     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: Sprint, AT&T, Verizon, Alltel, BellSouth,  Skytel, etc. These companies
all have  different  technologies  and different  standards  making it extremely
difficult to develop  applications  which operate on all devices.  Because these
companies  are  generally  large  and  slow to  adopt  new  technologies,  a new
middleware marketplace has recently opened up.

Middleware:  There are several  companies  which have  developed  platforms that
allow  developers  to  deliver  wireless  applications  to all of the  different
devices utilizing any of the carriers' networks. Most of these platforms are XML
driven.  They usually purchase a gateway or subscribe to the carrier's gateways.
These   companies   include:   Broadbeam,    Air2Web,   Anydevice,    Everypath,
PhoneOnline.com, etc.

Wireless  Application Service Providers:  This is one of the largest and fastest
growing groups of Wireless data companies.  These companies  usually license and
resale  each  other's  applications,  host their own  applications  and  provide
middleware  services  as well.  Many of the  middleware  companies  are  deeming
themselves  application  service  providers,  because they host other companies'
applications.  Retrieval  fits in this category as well as Aether  Systems,  724
Solutions, Everypath, Air2Web and many others.

Wireless  Application  Developers:  These are the companies  that are developing
wireless  data  applications.  This is by far the largest  group in the wireless
industry.  The  middleware  and WASP's are also writing their own  applications.
Retrieval is also included in this category.  Other companies  include:  Aether,
Idini, Fusion One, @hand, Virtualtek, etc.

Wireless  Internet  Service  Providers  (WISP's):  These are the companies  that
provide wireless  internet  access.  There are two (2) different types - one (1)
provides  internet  access  to the  mobile  professional,  ie:  GoAmerica,  Wynd
Communications,  AT&T  and  other  CDPD  providers;  the  other  provides  fixed
"wireless" internet services,  ie: Array Communications,  Breakfree Wireless and
Clear Access Communications.

Adoptives for growth of Wireless data applications:

The wireless  industry  must advance the  following  areas in order to make data
applications phone- centric:

1. Change the  paradigm  for wireless  data  applications  to suit the needs and
expectations  of the  mobile  user by  adopting  push  technology  in  place  of
browsing.


                                       15

<PAGE>



2. Eliminate users' need to interactively  search for information by having them
set alerts that trigger  information to be pushed to them when their criteria is
met.  Alert  agents  can then  work on  behalf  of  users,  even  when  they are
disconnected.

3. Present only  information  relevant to users.  This  decreases  the amount of
information   they  have  to  read,  and  it  increases  its  value.  The  alert
notification only should contain the information that changed and/or the link to
the data.

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

         Beyond these changes, applications need to be more accessible by mobile
users.  They must gain access to Web sites without  having to type long Web site
names,  because  typing on a phone is difficult and  cumbersome.  Setting alerts
while  mobile  and  receiving   notifications   from   corporate   websites  and
applications will address all of these issues.

         Scores of 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. Thus, it's likely
alert-based  systems will enable mobile users to determine what information they
want delivered by setting alerts simply and quickly from their phones. 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.

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.

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


                                       16

<PAGE>



         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 Pilot, Newton , Handspring
Smart Phones: Mitsubishi, Ericsson, Samsung, Nokia Communicator, Sony
Hand-held computers: Hewlett Packard
Two-way pagers: RIM, Skytel
Automobile applications: Highway Master
Wireless modems: Sierra Wireless, NovAtel, 3Com

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.

Wired modem speeds

         Modem speeds started at 300  bits-per-second,  progress rapidly through
1200, 2400, 4800, 9600,  14,400,  19,200,  28,800,  33,600 and now 56,600 bps or
56.6 Kbps (kilobytes per second).  The current  standard for dial-up services is
56.6 Kbps.  With the advent of broadband,  it is possible to provide speeds from
128Kbps up to 32Mbps (mega bytes per second).

Wireless networks speeds: today
<TABLE>
<S>                        <C>                       <C>
Ardis                      19.2/4.8 Kbps             Packet
CDMA                       19.2Kbps                  Packet
CDPD                       19.2Kbps                  Packet
Cellular (Analog)          14.4/9.6Kbps              Dial up
GSM                        9.6Kbps                   Dial up
Metricom                   56.6Kbps                  Dial up/packet
i-Mode                     9.6Kbps                   Packet
</TABLE>




                                       17

<PAGE>

Networks speeds: near term
<TABLE>
<S>                        <C>                       <C>
Ardis                      28.8 Kbps                 Packet
CDMA                       28.8 Kbps                 Circuit/packet
CDPD                       28.8 Kbps                 Packet
Cellular(analog)           28.8 Kbps                 Circuit/packet
GSM                        14.4 Kbps                 Circuit/packet
Metricom                   128 Kbps                  Dial up/packet
</TABLE>

Products

         The Company's  products  currently  consist of two (2) software devices
for mobile data technology, which are nearing rollout stage.

         The Company's initial product,  Qxprint(TM),  is a back office tool for
the  mobile  professional.  Qxprint(TM)  is  best  described  as a  thin  client
application that the user can access with any wireless data device.  Qxprint(TM)
should offer a sample document library which can be selected, viewed, customized
and cataloged for users of Wireless  Application  Protocol  ("WAP") cell phones,
Research in Motion's ("RIM") and Motorola's two-way pagers, Palm devices and any
other wireless device. The service will be accessed through Retrieval's website.
The  customer  will  be  able to  manage  and  upload  documents  which  will be
convertible  to a secure  read-only  Adobe PDF file which can be accessed  via a
wireless  device  and sent via  e-mail,  fax or printed  mail to the  customer's
selected contact.

         The Company's other  wireless  application,  DocLYNX7(TM),  will enable
users to warehouse documents,  forms,  pictures and streaming video; send e-mail
and faxes; print on demand;  provide text to speech  capabilities;  and retrieve
the stored mediums to their laptop or hand-held computer. DocLYNX7(TM) will be a
client  application  that the user will  install via CD-ROM or download on their
desktop, laptop or handheld computer.

         Currently,  this product  works on a Windows NT/98  platform,  which is
useable on most laptops with a Cellular  Data Packet  Distribution  ("CDPD") and
normal  wired  dial-up.  The  Company  plans to manage  information  by spooling
information  from the  DocLYNX7(TM)  client to other handheld  platforms such as
Windows CE devices,  cell phone browsers such as Phone.com's  Unwired Planet and
RIM two-way pagers. The Company plans to partner with middleware  providers such
as Broadbeam and Air2Web to deliver the content via WAP, Short Messaging  System
(SMS) phones or any other medium, although no such contract is in place.

Qxprint(TM)

         The  Qxprint(TM)  engine was  designed  to allow  wireless  devices the
capability  to  direct  the  retrieval  of data  to a  fulfillment  center.  The
additional  functionality  of attaching  real-time  information to the retrieved
data opens  limitless  possibilities.  Wireless  devices connect via thin client
software to the Internet and our data transaction  application  server. The real
time data is merged with the retrieved data and the new information is formatted
and passed on for distribution. An e-mailed confirmation message is bounced back
to the  originator.  The  transaction is recorded and can be easily accessed for
review and auditing.

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<PAGE>





         The  Qxprint(TM) engine  is  an  enterprise  solution  making  possible
variable order entry and fulfillment on a wireless platform. Any enterprise with
a  mobile  professional  base  can use the  Qxprint(TM)  solution  to more  cost
effectively  facilitate  any number of  functions  from remote  ordering to back
office services.

         Qxprint(TM) will work on virtually any wireless  appliance ranging from
the RIM two-way pagers, WAP phones, and assorted PDAs. Each wireless device will
be presented with a unique custom interface consisting of menu choices driven by
our transaction servers.

Qxprint.com

         Through  Qxprint.com,  Retrieval will be able to offer a  sophisticated
real-time  back office  solution to the mobile  professional.  Qxprint.com  will
allow the user to merge contacts to customer selected  documents.  With a simple
execute  command,  the information will be sent to the print-on- demand facility
for fulfillment by postal,  e-mail or fax. A return e-mail confirmation  receipt
is sent to the client. The service will work on virtually any wireless appliance
ranging from the RIM two- way pagers, WAP phones, and assorted PDAs.

         The most exciting  element of Qxprint.com is that the service is driven
by  customers.  Qxprint.com  will allow  customers  to upload and store  several
documents  which  they can  choose  to fax,  e-mail  or mail  hard copy to their
prospects  at any time from their  wireless  device.  The website will contain a
secured  customer  log-in and account  management  section  which will allow the
customer to audit  their  transactions  and edit their  documents  and  contacts
online.  Furthermore,  an Active X script will allow the customers to export and
store their Outlook(R),  Lotus(R),  Act(R), or Goldmine(R)  contact lists to the
Company's website for easy access anywhere and anytime.  In the future Retrieval
plans to retail  wireless  devices and solutions  from the public section of the
site. By doing so,  Retrieval would be able to offer several  complete  packaged
solutions.

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.



                                       19

<PAGE>


         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.

         DocLYNX7TM  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
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  DocLYNX7TM  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 DocLYNX7TM  unique in the technology
marketplace.

Features of DocLYNX7TM

Document Library. The document library allows the professional to scan documents
into the  database  from a national  business  support  company.  The Company is
currently  seeking a  strategic  relationship  with a national  organization  to
provide  not  only  the  scanning  capabilities,  but  also a  large  number  of
print-on-demand  features and other business  support  functions.  The documents
scanned into the library are easy to search and retrieve based on keyword,  date
or subject.  The  professional  queries the library by any number of terms;  for
example, the real estate professional could enter street address, closer, buyer,
etc. The document is displayed as a result of the search.  The  professional  is
then able to print the document to mail, send  electronically,  or fax on demand
for a total collaborative effort.

Forms.  DocLYNX7(TM)  will provide on demand all forms relevant to the industry.
All state and  federal  certified  forms are  expected  to be  available  in the
system.  The professional  will have the ability to recall these forms as needed
and share  them much in the same way as those  completed  forms  which have been
scanned into the document library. The state and federal forms will be available
for print, fax or e-mail as needed.

Pictures. DocLYNX7(TM) allows professionals to post still pictures and streaming
video to web sites via hand-held  picture books or through  wireless or wireline
communication  networks.   These  captured  images  may  be  shared  via  e-mail
immediately  upon  capture.  Additionally,  with the picture  book and  wireless
transmission,  the professional is able to retrieve pictures on demand and share
that information with their clients or co-workers in real time in the field.


                                       20

<PAGE>



E-mail and Faxing, E-faxing. DocLYNX7(TM)provides for e-mail and faxing services
at any time.

Video  Conferencing.  The video conferencing  features of DocLYNX7(TM) allow for
remote  mentoring with  continued  education and training and  interaction  with
other  DocLYNX7(TM)  users.  Often,  training is done at a remote  location with
little or no follow-up on technique and  application.  The video capture feature
of picture book equipment allows trainees to broadcast their client interactions
to a mentor for evaluation and improvement.  A professional  seeking advice on a
particular  issue is able to interact with other users in real time who may have
already experienced and overcome the issue.

Voice  Recognition.  Using  voice  recognition,  DocLYNX7(TM)  users are able to
reduce the time they  spend  transcribing  notes or  entering  information.  The
professional  is able to dictate the  information  directly  into the system for
immediate upload and possible printing.  Additionally,  voice recognition allows
the user to attach  audio  files to text or files  for  further  explanation  of
listing or features.

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 and
future  products,  is  to  be a  niche  provider  of  eWASP(TM)  technology  and
information  management tools by using the expertise of its staff in application
development.  The Company is in the process of developing  Qxprint(TM) as a back
office tool which will enable clients to send documents from wireless devices in
real-time through print, fax or e-mail.  DocLYNX7(TM), a second software product
being  developed by the Company,  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. Its objectives
for its software applications include the following key elements:

     o    sell the Company's  products in many vertical  markets,  as the market
          for wireless technologies is developing;
     o    successfully launch  Qxprint(TM)as a horizontal  wireless  application
          marketed to mobile sales professionals;
     o    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;
     o    maintain and  strengthen  strategic  relationships  with suppliers and
          customers;
     o    focus on  providing  a quality  product,  in  addition  to support and
          development  after the sale;  o utilize  expertise  in  management  to
          deliver  products and services in a timely  manner,  control costs and
          manage budgets;
     o    pursue  selective  partnerships to expand the Company's  capabilities,
          products and services;  o build the  infrastructure  to support future
          broadcasting services.

         The  Company's  revenues to date are zero and it is therefore  entirely
based upon its capital  raising  activities.  Future revenues are expected to be
based upon the sales of its Qxprint(TM) and

                                       21

<PAGE>



DocLYNX7(TM)  products,  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 (3),  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.

         Today's wireless data transmission  rates of 9.6 Kbps and 14.4 Kbps are
too slow for most  users  when  dealing  with  e-mail  attachments  such as word
processing and spreadsheet documents.  Slow speed isn't the only barrier to user
satisfaction.  Many of the portable  devices  available today such as pagers and
palmtop computers cannot accommodate  viewing  attachments due to a small screen
size.

         As with any emerging  market,  companies are  scrambling to offer their
solutions.  Such business models that currently  exist in the wireless  industry
include  wireless  Internet  service  providers,  wireless  application  service
providers, and wireless applications developers. WISPs include Sprint PCS, AT&T,
GoAmerica,  Palm,  and Verizon  (Bell  Atlantic and  Vodaphone's  joint  venture
company).  WASPs include Aether Systems,  Geoworks,  and Retrieval.  Application
Developers include Microsoft, Phone.com, Aether and Retrieval.

         Retrieval Dynamics  Corporation's  marketing plan is to provide a total
solution  to the mobile  professional.  The Company is  positioning  itself as a
vertical centered Wireless Application Service Provider.  Also, the company will
continue to develop multi-platform applications to benefit mobile

                                       22

<PAGE>



professionals.  The  Company's  potential  client has an income of over  $85,000
annually and is either  self-employed or a partner in a firm. The Company's goal
is to convert  twenty  percent  (20%) of mobile  professionals  to  DocLYNX7(TM)
subscriptions  within  three (3) years by  providing  them with tools that allow
them to access real-time information on demand.

         The  Company's  objective for  Qxprint(TM)  is to achieve five thousand
(5,000)  customers in the first fiscal year,  seventy  percent (70%) from direct
mail and thirty percent (30%) from basic marketing.

         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:

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(TM)  and  Qxprint(TM).   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,  construction,
industrial  and  legal.  Additionally,  the  products  are easily  adaptable  to
horizontal markets including traditional  industrial  businesses,  manufacturing
and distribution.

                                       23

<PAGE>





         The  Company's  long-term  strategy  is to  become a  business  content
broadcaster/manager  through  DocLYNX7(TM)  Broadcasting.   As  wireless  speeds
increase, this service will become a larger part of the Company's strategic plan
for subscriber retention.  Management envisions a time when Company clients will
participate in an online  community  where one can watch video,  conference with
peers  and  clients  and  view  remote  professional  activities  with  wireless
streaming video.

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 DocLYNX7(TM) and Qxprint(TM) brands
through  enhanced  sales and  marketing  promotions:  The Company  intends to be
aggressive in its marketing mix by promoting the  DocLYNX7(TM)  and  Qxprint(TM)
brands. The Company intends to target  DocLYNX7(TM) in the real estate industry,
property  management,   financial  services,   insurance,   construction,   etc.
Initially,  Company  plans  include a beta  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.

         Other  immediate   sources  of  promotion  for  both  DocLYNX7(TM)  and
Qxprint(TM)  will  include  direct  mailings,   e-mail  blasts,   telemarketing,
aggressive one-on-one sales and event marketing.  As the Company is capitalized,
its plans to begin a direct sales  campaign by  contracting  with regional sales
offices  and  software  resellers.   The  Company  will  potentially  use  sales
coordinators to set fifty percent (50%) of its sales teams'  engagements as well
as to  remove  the  administrative  burden  associated  with  field  sales.  Its
reporting  methodology  should allow the Company to  accurately  forecast  sales
events and to track activities remotely at a high level.

Develop an in-house  marketing  communications  and  customer  support  program:
Company marketing staff will develop marketing and sales literature along with a
demonstration  compact  disk  that  will be used as a sales  tool and in  direct
mailings. The Company website is 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 will 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  and
customers:  A key to the  Company's  ability to  provide  quality  products  and
services to its  customers  is to form  strategic  relationships  with  wireless
application service providers, wireless Internet service providers and

                                       24

<PAGE>



manufacturers of wireless equipment.  The Company is pursuing relationships with
print on demand  companies and middleware  providers for the wireless  industry.
Management  will  pursue  partnerships  with other WASPs that  provide  wireless
integration platforms, although no partnerships are in place at this time. Other
strategic alliances should include hardware  manufacturers.  It is also vital to
partner with multiple carriers.  These relationships should allow the Company to
provide its customers with the complete  service they require.  Fostering  these
relationships  at this stage  could  potentially  provide  the  Company  with an
advantage over its current and potential competitors.

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.

Status of Publicly Announced Products and Services

     Qxprint(TM) : Version 1.0 is scheduled to be released January 19, 2001.

     DocLYNX7(TM):  is  scheduled  to be  released  at the end of fiscal 2001 or
beginning of fiscal 2002.

Competition

         The Company faces  competition from large,  well-established  companies
with considerably  greater financial,  marketing,  sales and technical resources
than those available to the Company. Additionally, many of the Company's present
and potential  competitors have  capabilities that may allow such competitors to
offer its products at prices which may compete with the Company's products.  The
Company's  products  could  be  made  uneconomical  by the  introduction  of new
products,  changes affecting the cost of packaging and shipping, or marketing or
pricing  actions  by one or more of the  Company's  competitors.  The  Company's
business,  financial  condition  or results of  operations  could be  materially
adversely  affected  by  one or  more  of  such  developments.  There  can be no
assurance that the Company will be able to compete  successfully against current
or future  competitors  or that  competition  will not have an material  adverse
effect on the Company's business, financial condition or results of operations.

         The  market  for  wireless  data  services  is  becoming   increasingly
competitive.  Companies  such  as  OpenSky,  Aether  Systems  and  Riverbed  are
providing limited content but have the resources to offer similar services.  The
Company plans to partner with large systems  integrators or similar companies to
offset any  encroachment by these firms. As the barriers for entry into wireless
communications decrease, the number of competitors will increase.


         Initial  competition for DocLYNX7(TM)  will come from companies such as
CreSenda, Tegris, and Cyclovision. These companies provide a service to the real
estate agent, which is only one (1) vertical of the DocLYNX7(TM) solution.

                                       25

<PAGE>



         Other competitors include: vVault.com which provides a similar solution
to  Qxprint(TM)  called  BeamDocs.  BeamDocs'  solution  lacks a print on demand
feature offered in Qxprint(TM).

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  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, DocLYNX7(TM), Qxprint(TM), Qxprint+(TM), eWASP(TM),
"partnering the powerful with the personal(TM)" are trademark protected.

Governmental Regulation

Federal

         The Company  intends to utilize the Internet for  transmission  of data
across state lines.

                                       26

<PAGE>



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.

         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.

                                       27

<PAGE>




         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.

         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
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.


                                       28

<PAGE>





         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 Research and Development

         For fiscal year 2000,  the Company  expended  $199,008 on research  and
development  efforts.  At the current time,  none of the costs  associates  with
research and development  are bourne directly by the customer;  however there is
no guarantee  that such costs will not be bourne by customers in the future and,
at the current  time,  the Company  does not know the extent to which such costs
will be bourne 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, 2000, the Company  employed twelve (12) 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.

         In September 1999,  prior to its acquisition by the Company,  Retrieval
entered into an employment  agreement with John Harkola,  the Company's  current
Chairman and Chief Executive Officer. Mr. Harkola received a monthly installment
based upon an annual salary in the amount of $110,000  until  November  2000. At
that time,  his annual  salary (and his monthly  installment)  was  increased to
$160,000.  He receives an automobile  allowance of $1,000 per month and cellular
phone service at the expense of Retrieval. He is also entitled to other benefits
including life insurance,  health insurance,  participation in Retrieval's bonus
incentive  program  and  participation  in a stock  option  plan as they  become
available.  The term is for a period of two (2)  years.  See Part III,  Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

                                       29

<PAGE>





         In March  2000,  prior to its  acquisition  by the  Company,  Retrieval
entered into an employment  agreement with Anthony Cella, the Company's  current
Chief  Financial  Officer  and  Vice-Chairman.  Mr.  Cella  received  a  monthly
installment based upon an annual salary in the amount of $120,000 until November
2000.  At that  time,  his  annual  salary  (and his  monthly  installment)  was
increased to $160,000.  He receives an automobile  allowance of $1,000 per month
and cellular  phone service at the expense of Retrieval.  He is also entitled to
other benefits  including life insurance,  health  insurance,  participation  in
Retrieval's  bonus incentive program and participation in a stock option plan as
they become available.  The term is for a period of two (2) years. See Part III,
Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part III,
Item 11. "Security  Ownership of Certain Beneficial Owners and Management";  and
Part III, Item 12. "Certain Relationships and Related Transactions".

         In March  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Clifford L. Tager, the Company's current
Secretary  and  Director,  in the  principal  amount of $15,000.  The note bears
interest at a rate of nine percent (9%) per annum.  The note matures thirty (30)
days  following the earlier of (i) an initial  public  offering of the Company's
Common  Stock,  through  a 1933 Act  Registration,  (ii) a merger  or a  reverse
merger,  or (iii) a buyout of the corporation.  At maturity,  the holder has the
option to: (i) request repayment of all principal and interest, (ii) convert all
or part of the principal and/or the interest into shares of the Company's Common
Stock at a price  equal to fifty  percent  (50%) of the market  price,  or (iii)
request that the Company convert the note into shares of the Company's Preferred
Stock if available.  In November 2000, the holder elected to convert all of said
principal but none of the interest to 30,000 shares of the Company's  restricted
Common Stock The interest is still outstanding.  For such offering,  the Company
relied upon the 506 Exemption and Section 36b-31-21b-9b of the Connecticut Code.
See Part I, Item 6. "Management's Discussion and Analysis or Plan of Operation -
Financial  Condition,  Liquidity  and  Capital  Resources";  Part III,  Item 10.
"Executive Compensation - Employee Contracts and Agreements"; Part III, Item 11.
"Security Ownership of Certain Beneficial Owners and Management";  and Part III,
Item 12. "Certain Relationships and Related Transactions".

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Clifford L. Tager, the Company's current
Secretary  and  Director,  in the  principal  amount of  $6,000.  The note bears
interest at a rate of nine percent (9%) per annum.  The note matures thirty (30)
days  following the earlier of (i) an initial  public  offering of the Company's
Common  Stock,  through  a 1933 Act  Registration,  (ii) a merger  or a  reverse
merger,  or (iii) a buyout of the corporation.  At maturity,  the holder has the
option to: (i) request repayment of all principal and interest, (ii) convert all
or part of the principal and/or the interest into shares of the Company's Common
Stock at a price  equal to fifty  percent  (50%) of the market  price,  or (iii)
request that the Company convert the note into shares of the Company's Preferred
Stock if  available.  The  note is still  outstanding.  For such  offering,  the
Company  relied  upon  the 506  Exemption  and  Section  36b-  31-21b-9b  of the
Connecticut Code. See Part I, Item 6.  "Management's  Discussion and Analysis or
Plan of Operation - Financial Condition,  Liquidity and Capital Resources"; Part
III, Item 10. "Executive Compensation - Employee Contracts and Agreements"; Part
III, Item 11. "Security  Ownership of Certain Beneficial Owners and Management";
and Part III, Item 12. "Certain Relationships and Related Transactions".

                                       30

<PAGE>





         In June 2000, the Company conducted a share exchange with Retrieval and
the  shareholders of Retrieval,  whereby the Company issued  4,000,000 shares of
its Common Stock in exchange for shares  representing one hundred percent (100%)
of the issued and  outstanding  Common Stock of  Retrieval.  Retrieval  became a
wholly  owned  subsidiary  of the  Company  as  part  of  this  transaction.  In
connection  with the  exchange,  Peter Voghel,  the Company's  past Chairman and
Chief Executive Officer received 1,480,000 shares,  John Harkola,  the Company's
current  Chairman and Chief Executive  Officer  received  800,000  shares,  Brad
Vossler,  a current  Director of the Company  received  600,000 shares,  Anthony
Cella, the Company's current Chief Financial Officer and Vice- Chairman received
80,000 shares and Alan Reiter a current  Director  received  40,000 shares.  For
such offering, the Company relied upon the 506 Exemption, Section 517.061(11) of
the Florida Code,  Section 11.602 of the Maryland Code and Section 8-1111(14) of
the Nebraska Code. See Part I, Item 6.  "Management's  Discussion and Analysis -
Stockholder's  Deficit;  Part III, Item 10.  "Executive  Compensation - Employee
Contracts and  Agreements";  Part III, Item 11.  "Security  Ownership of Certain
Beneficial Owners and Management"; and Part III, Item 12. "Certain Relationships
and Related Transactions".

         In July 2000,  the Company  authorized  issuance  of 120,000  shares to
Anthony Cella, the Company's  current Chief Financial  Officer and Vice-Chairman
for services rendered to the Company,  although the shares were not issued until
November 2000. For such offering,  the Company relied upon the 506 Exemption and
Section  517.061(11)  of the Florida  Code.  See Part III,  Item 10.  "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

         In August  2000,  Retrieval  executed  a  convertible  note in favor of
Clifford  L.  Tager,  the  Company's  current  Secretary  and  Director,  in the
principal  amount of $30,750.  The note bears interest at a rate of nine percent
(9%) per annum.  The note matures  thirty (30) days following the earlier of (i)
an initial  public  offering of the Company's  Common Stock,  through a 1933 Act
Registration,  (ii) a merger  or a  reverse  merger,  or  (iii) a buyout  of the
corporation. At maturity, the holder has the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  The note is
still outstanding.  For such offering, the Company relied upon the 506 Exemption
and  Section  36b-31-21b-9b  of the  Connecticut  Code.  See  Part  I,  Item  6.
"Management's   Discussion  and  Analysis  or  Plan  of  Operation  -  Financial
Condition,  Liquidity  and Capital  Resources";  Part III,  Item 10.  "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

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.

         In November  2000,  Retrieval  entered into a lease with Osprey,  S.A.,
Ltd. for the premises located at 1819 Main Street, Suites 702 and 703, Sarasota,
FL 34236.  The lease is for a period of five (5) years.  Rent for the first year
is $8,008 per month,  for the second  year is $13,156  per month,  for the third
year is $13,728 per month,  for the fourth year is $14,300 per month and for the
fifth year is $14,872 per month. The property serves as both Retrieval's and the
Company's main  headquarters  and consists of  approximately  six thousand eight
hundred sixty four (6,864)  square feet of office space.  See Part III, Item 12.
"Certain Relationships and Related Transactions".

         The Company owns no real property and no personal property.

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 2000  fiscal year ended  September  30,  2000,  covered by this
report.

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

         Shares of the Company's  Common Stock have  previously  been registered
with the  Securities and Exchange  Commission  (the  "Commission").  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,  when 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

                                       31

<PAGE>



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
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.

         In June 2000, the Company  effected a forward stock split of its Common
Stock at a rate of five (5) to one (1),  for holders of record on June 15, 2000,
with distribution effective June 25, 2000.

         As of  September  30,  2000,  there were thirty  eight (38)  holders of
record of the Company's Common Stock.

         As of  September  30,  2000,  the Company had  6,840,000  shares of its
Common Stock issued and outstanding, 5,340,000 of which were restricted Rule 144
shares and 1,500,000 of which were  free-trading.  Of the Rule 144 shares,  none
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.

                                       32

<PAGE>



         The Company was still in the development stage until June 2000 when the
Agreement  took place between  Retrieval  and the Company and is still  emerging
from that  stage.  The  Company  is  planning  rollout  of its  initial  product
Qxprint(TM)  later  this  month.  From the date of the  Agreement  in June  2000
through September 30, 2000, the Company  generated no revenues.  Since inception
of Retrieval  (September  8, 1999) through  September  30, 2000, the Company has
generated  cumulative  losses of  approximately  $965,105.  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
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, 2000 and For the Period
From Inception of the Company's Subsidiary  (September 8, 1999) To September 30,
1999

         Results of operation  have been  compared for the year ended  September
30,  2000  and for the  period  from  inception  of the  Company's  wholly-owned
subsidiary  to  September  30,  1999.  This is because the Company  conducted no
operations  from the time the  Company's  business  plan  failed  shortly  after
inception to the date of the Agreement in June 2000.  Management  feels that any
other  comparison  of  financial  information  would  not  serve to  inform  the
investing public of relevant data and may have been misleading.

Revenues

         Revenues  for the year  ended  September  30,  2000 were $0 and for the
period  from  inception  of the  Company's  subsidiary  (September  8,  1999) to
September 30, 1999 were $0.



                                       33

<PAGE>



Operating Costs and Startup Expenses

         Operating  costs and startup  expenses for the year ended September 30,
2000 were $929,505 versus $35,600 for the period from inception of the Company's
subsidiary  (September 8, 1999) to September 30, 1999. Net loss was $929,505 and
$35,600 respectively.

Assets and Liabilities

         Assets were $40,868 as of September 30, 2000, and $1,619 for the period
from inception of the Company's subsidiary  (September 8, 1999) to September 30,
1999.  As of September  30, 2000,  assets  consisted  primarily of equipment and
prepaid expenses and deposits with a combined net book value of $34,459. For the
period  from  inception  of the  Company's  subsidiary  (September  8,  1999) to
September 30, 1999, the Company had no assets.  Liabilities were $801,092 and $0
as of  September  30, 2000 and for the period from  inception  of the  Company's
subsidiary  (September  8,  1999) to  September  30,  1999  respectively.  As of
September  30, 2000  liabilities  consisted  primarily  of  accounts  payable to
stockholders.

Stockholders' Deficit

         Stockholders'  deficit was (804,224) as of September 30, 2000 and 0 for
the period from  inception of the  Company's  subsidiary  (September 8, 1999) to
September 30, 1999.

         In June 2000, the Company conducted a share exchange with Retrieval and
the  shareholders of Retrieval,  whereby the Company issued  4,000,000 shares of
its Common Stock in exchange for shares  representing one hundred percent (100%)
of the issued and  outstanding  Common Stock of  Retrieval.  Retrieval  became a
wholly  owned  subsidiary  of the  Company  as  part  of  this  transaction.  In
connection  with the  exchange,  Peter Voghel,  the Company's  past Chairman and
Chief Executive Officer received 1,480,000 shares,  John Harkola,  the Company's
current  Chairman and Chief Executive  Officer  received  800,000  shares,  Brad
Vossler,  a current  Director of the Company  received  600,000 shares,  Anthony
Cella, the Company's current Chief Financial Officer and Vice- Chairman received
80,000 shares and Alan Reiter a current  Director  received  40,000 shares.  For
such offering, the Company relied upon the 506 Exemption, Section 517.061(11) of
the Florida Code,  Section 11.602 of the Maryland Code and Section 8-1111(14) of
the Nebraska  Code.  See Part III, Item 10.  "Executive  Compensation - Employee
Contracts and  Agreements";  Part III, Item 11.  "Security  Ownership of Certain
Beneficial Owners and Management"; and Part III, Item 12. "Certain Relationships
and Related Transactions".

Financial Condition, Liquidity and Capital Resources

         At  September  30, 2000 the Company  had cash and cash  equivalents  of
$1,409  as  compared  to $0 for  the  period  from  inception  of the  Company's
subsidiary (September 8, 1999) to September 30, 1999.

         In March  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Clifford L. Tager, the Company's current
Secretary and Director, in the principal amount

                                       34

<PAGE>



of $15,000.  The note bears  interest at a rate of nine  percent (9%) per annum.
The note matures thirty (30) days following the earlier of (i) an initial public
offering of the Company's Common Stock, through a 1933 Act Registration,  (ii) a
merger or a reverse merger,  or (iii) a buyout of the corporation.  At maturity,
the  holder  has the  option to: (i)  request  repayment  of all  principal  and
interest,  (ii) convert all or part of the  principal  and/or the interest  into
shares of the Company's  Common Stock at a price equal to fifty percent (50%) of
the market price, or (iii) request that the Company convert the note into shares
of the Company's  Preferred  Stock if available.  In November  2000,  the holder
elected to convert  all of said  principal  but none of the  interest  to 30,000
shares  of  the  Company's   restricted  Common  Stock  The  interest  is  still
outstanding.  For such  offering,  the Company relied upon the 506 Exemption and
Section 36b-31-21b-9b of the Connecticut Code. See Part III, Item 10. "Executive
Compensation - Employee Contracts and Agreements";  Part III, Item 11. "Security
Ownership of Certain  Beneficial Owners and Management";  and Part III, Item 12.
"Certain Relationships and Related Transactions".

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Clifford L. Tager, the Company's current
Secretary  and  Director,  in the  principal  amount of  $6,000.  The note bears
interest at a rate of nine percent (9%) per annum.  The note matures thirty (30)
days  following the earlier of (i) an initial  public  offering of the Company's
Common  Stock,  through  a 1933 Act  Registration,  (ii) a merger  or a  reverse
merger,  or (iii) a buyout of the corporation.  At maturity,  the holder has the
option to: (i) request repayment of all principal and interest, (ii) convert all
or part of the principal and/or the interest into shares of the Company's Common
Stock at a price  equal to fifty  percent  (50%) of the market  price,  or (iii)
request that the Company convert the note into shares of the Company's Preferred
Stock if  available.  The  note is still  outstanding.  For such  offering,  the
Company  relied  upon  the 506  Exemption  and  Section  36b-  31-21b-9b  of the
Connecticut  Code.  See Part III, Item 10.  "Executive  Compensation  - Employee
Contracts and  Agreements";  Part III, Item 11.  "Security  Ownership of Certain
Beneficial Owners and Management"; and Part III, Item 12. "Certain Relationships
and Related Transactions".

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed  a  convertible  note in favor of Ned W.  Shawkey  and  Helen  Shawkey,
Trustees in the principal  amount of $10,000.  The note bears interest at a rate
of nine percent (9%) per annum.  The note matures thirty (30) days following the
earlier of (i) an initial public offering of the Company's Common Stock, through
a 1933 Act Registration, (ii) a merger or a reverse merger, or (iii) a buyout of
the  corporation.  At  maturity,  the holder  has the  option  to:  (i)  request
repayment  of all  principal  and  interest,  (ii)  convert  all or  part of the
principal  and/or the interest  into shares of the  Company's  Common Stock at a
price equal to fifty percent  (50%) of the market  price,  or (iii) request that
the Company  convert the note into shares of the  Company's  Preferred  Stock if
available.  In  November  2000,  the holder  elected  to convert  $1,000 of said
principal to 2,000 shares of the Company's restricted Common Stock The remaining
principal  and interest is still  outstanding.  For such  offering,  the Company
relied upon the 506 Exemption and Section  517.061(11)  of the Florida Code. See
Part III, Item 12. "Certain Relationships and Related Transactions".

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Charles H. Fridley and Teresa S. Fridley
in the principal  amount of $50,000.  The note bears  interest at a rate of nine
percent (9%) per annum. The note matures thirty (30) days following

                                       35

<PAGE>



the earlier of (i) an initial  public  offering of the  Company's  Common Stock,
through a 1933 Act  Registration,  (ii) a merger or a reverse merger, or (iii) a
buyout of the  corporation.  At  maturity,  the  holder  has the  option to: (i)
request repayment of all principal and interest, (ii) convert all or part of the
principal  and/or the interest  into shares of the  Company's  Common Stock at a
price equal to fifty percent  (50%) of the market  price,  or (iii) request that
the Company  convert the note into shares of the  Company's  Preferred  Stock if
available.  In  November  2000,  the holder  elected to convert  $25,000 of said
principal plus $2493.49 of interest to 54,987 shares of the Company's restricted
Common Stock The remaining principal and interest is still outstanding. For such
offering,  the Company relied upon the 506 Exemption and Section  517.061(11) of
the Florida Code.  See Part III,  Item 12.  "Certain  Relationships  and Related
Transactions".

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Janet Molino-Bem in the principal amount
of $25,000. The note bore interest at a rate of nine percent (9%) per annum. The
note matured  thirty (30) days  following  the earlier of (i) an initial  public
offering of the Company's Common Stock, through a 1933 Act Registration,  (ii) a
merger or a reverse merger,  or (iii) a buyout of the corporation.  At maturity,
the  holder  has the  option to: (i)  request  repayment  of all  principal  and
interest,  (ii) convert all or part of the  principal  and/or the interest  into
shares of the Company's  Common Stock at a price equal to fifty percent (50%) of
the market price, or (iii) request that the Company convert the note into shares
of the Company's Preferred Stock if available. The note has since been repaid in
full. For such  offering,  the Company relied upon the 506 Exemption and Section
517.061(11) of the Florida Code. See Part III, Item 12.  "Certain  Relationships
and Related Transactions".

         In June  2000,  prior  to its  acquisition  by the  Company,  Retrieval
executed a  convertible  note in favor of Kirk  Groome and Alma Groome JT in the
principal  amount of $3,000.  The note bore  interest at a rate of nine  percent
(9%) per annum.  The note matured  thirty (30) days following the earlier of (i)
an initial  public  offering of the Company's  Common Stock,  through a 1933 Act
Registration,  (ii) a merger  or a  reverse  merger,  or  (iii) a buyout  of the
corporation. At maturity, the holder had the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  In November
2000,  the holder  elected to convert all principal and interest to 6,206 shares
of the Company's restricted Common Stock. For such offering,  the Company relied
upon the 506 Exemption  and Section  517.061(11)  of the Florida Code.  See Part
III, Item 12. "Certain Relationships and Related Transactions".

         In August  2000,  Retrieval  executed  a  convertible  note in favor of
Clifford  L.  Tager,  the  Company's  current  Secretary  and  Director,  in the
principal  amount of $30,750.  The note bears interest at a rate of nine percent
(9%) per annum.  The note matures  thirty (30) days following the earlier of (i)
an initial  public  offering of the Company's  Common Stock,  through a 1933 Act
Registration,  (ii) a merger  or a  reverse  merger,  or  (iii) a buyout  of the
corporation. At maturity, the holder has the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  The note is
still outstanding. For such offering, the

                                       36

<PAGE>



Company  relied  upon  the  506  Exemption  and  Section  36b-31-21b-9b  of  the
Connecticut  Code.  See Part III, Item 10.  "Executive  Compensation  - Employee
Contracts and  Agreements";  Part III, Item 11.  "Security  Ownership of Certain
Beneficial Owners and Management"; and Part III, Item 12. "Certain Relationships
and Related Transactions".

         The Company may raise additional  capital through private and/or public
sales of securities in the future but has no definite commitments at this time.

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.


                                       37

<PAGE>


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

                        Consolidated Financial Statements

                          Year Ended September 30, 2000
                and Periods September 8, 1999 (Date of Inception)
                       through September 30, 2000 and 1999








                                    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' Deficit............F-4
     Consolidated Statements of Cash Flows..................................F-5
     Notes to Consolidated Financial Statements.............................F-6




<PAGE>






                          Independent Auditors' Report



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


We  have   audited  the   accompanying   consolidated   balance   sheet  of  RDC
International,  Inc. and  Subsidiary  (a  development  stage  enterprise)  as of
September  30,  2000 and the  related  consolidated  statements  of  operations,
changes in stockholders' deficit, and cash flows for the year then ended and for
the periods September 8, 1999 (date of inception) through September 30, 2000 and
1999. These  consolidated  financial  statements are the  responsibility  of the
management of RDC International,  Inc. and Subsidiary.  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 audit 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.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of RDC International,
Inc. and  Subsidiary (a development  stage  enterprise) as of September 30, 2000
and the results of its operations and its cash flows for the year then ended and
for the periods September 8, 1999 (date of inception) through September 30, 1999
and 2000 in conformity  with  accounting  principles  generally  accepted in the
United States of America.


/s/ Pender Newkirk & Company


Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
November 16, 2000




<PAGE>


<TABLE>
<CAPTION>
                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheet

                               September 30, 2000

<S>                                                                             <C>
Assets
Current assets:
       Cash                                                                     $          1,409
       Prepaid expenses and deposits                                                      16,350
                                                                                ----------------
Total current assets                                                                      17,759
Equipment                                                                                 18,109
Other assets                                                                               5,000
                                                                                ----------------
                                                                                $         40,868
                                                                                ================

Liabilities and Stockholders' Deficit
Current liabilities:
      Accounts payable, trade                                                   $        202,660
      Accounts payable, stockholders                                                     480,484
      Notes payable, less unamortized debt discount of $30,750                            65,000
      Accrued expenses                                                                    52,948
                                                                                ----------------
Total current liabilities                                                                801,092
                                                                                ----------------
Notes payable, stockholder, less current portion                                          44,000
                                                                                ----------------

Stockholders' deficit:
    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;
      6,840,000 shares issued and outstanding                                                684
   Additional paid-in capital                                                            261,697
   Subscription receivable                                                                (1,500)
   Deferred offering costs                                                              (100,000)
   Deficit accumulated during development stage                                         (965,105)
                                                                                ----------------
Total stockholders' deficit                                                             (804,224)
                                                                                ----------------
                                                                                $         40,868
</TABLE>


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

                                       F-2






<PAGE>


<TABLE>
<CAPTION>
                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                      Consolidated Statements of Operations


                                                                      Period September 8,
                                                                   1999 (Date of Inception)
                                               Year Ended          through September 30,
                                               September 30,     -----------------------------
                                               2000               1999             2000
                                              ---------------    -------------  --------------
<S>                                           <C>                <C>            <C>
Operating costs and start-up expenses         $       929,505    $      35,600  $      965,105
                                              ===============    =============  ==============

Net loss                                      $     (929,505)    $    (35,600)  $    (965,105)
                                              ===============    =============  ==============

Net loss per share                            $         (.14)    $       (.00)  $        (.14)
                                              ===============    =============  ==============

Weighted average number of common shares            6,555,945                0       6,552,629
                                              ===============    =============  ==============
</TABLE>


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


                                       F-3





<PAGE>


<TABLE>
<CAPTION>
                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
           Consolidated Statements of Changes in Stockholders' Deficit

             Year Ended September 30, 2000 and Periods September 8,
          1999 (Date of Inception) through September 30, 2000 and 1999


                                                                                 Deficit
                                                                               Accumulated
                                                                  Additional     During                    Deferred
                                               Common Stock        Paid -In    Development    Stock        Offering
                                           Shares     Amount       Capital       Stage      Subscription     Cost         Total
                                         -----------  ----------  ----------   -----------   ---------   ------------  ----------
<S>                                      <C>          <C>         <C>          <C>           <C>         <C>           <C>
Balance, September 8, 1999 (date of
inception)                                         0  $        0  $        0   $        0    $       0   $          0  $        0
Net loss for the period                                                           (35,600)                                (35,600)
                                         -----------  ----------  ----------   -----------   ---------   ------------  ----------
Balance, September 30, 1999                        0           0           0      (35,600)           0              0     (35,600)
Issuance of common stock, December
1999                                       1,000,000      10,000                              (10,000)
Capital contributions, December 1999                                   1,619                                                1,619
Collection of stock subscription, March
2000                                                                                             4,000                      4,000
Collection of stock subscription, June
2000                                                                                             4,000                      4,000
Acquisition of company                     6,500,000         650      11,850      (12,500)
Recapitalization                         (1,000,000)    (10,000)      (2,500)      12,500
Net loss for the period                                                          (929,505)                               (929,505)
Collection of stock subscription,
September 2000                                                                                     500                        500
Issuance of common stock for cash,           120,000          12                                                               12
July 2000
Issuance of common stock for cash,            15,000           1      14,999
July 2000                                                                                                                  15,000
Issuance of common stock for cash,           100,000          10      99,990
August 2000                                                                                                               100,000
Issuance of common stock for cash,             5,000           1       4,999
September 2000                                                                                                              5,000
Issuance of stock for services,              100,000          10      99,990                                (100,000)
September 2000
Intrinsic value of beneficial conversion
feature of convertible debt, September
2000                                                                  30,750                                               30,750
                                         -----------  ----------  ----------   -----------   ---------   ------------  ----------
Balance, September 30, 2000                6,840,000   $     684  $  261,697   $ (965,093)   $  (1,500)  $  (100,000)  $ (804,224)
                                         ===========  ==========  ==========   ===========   =========   ============  ==========
</TABLE>



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

                                       F-4



<PAGE>


<TABLE>
<CAPTION>
                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                      Consolidated Statements of Cash Flows


                                                           Year Ended    Period September 8, 1999 (Date of
                                                          September 30,   Inception through September 30,
                                                          ------------    ------------    -----------
                                                              2000            1999             2000
                                                          ------------    ------------    -----------
<S>                                                       <C>             <C>             <C>

Operating activities
Net loss                                                  $   (929,505)   $    (35,600)   $  (965,105)
Adjustments to reconcile net loss to net cash used by
operating activities:
Note issued in satisfaction of services                         30,750                         30,750
Stock transactions for services                                 (3,988)                        (3,988)
Increase in:
     Prepaids and other assets                                (21,350)                        (21,350)
         Accounts payable and accrued expenses                 722,492          35,600        758,092
                                                          ------------    ------------    -----------
Net cash used by operating activities                        (201,601)               0       (201,601)
                                                          ------------    ------------    -----------
Investing activities
     Acquisition of equipment                                 (16,490)                        (16,490)
                                                          ------------    ------------    -----------
Financing activities
Issuance of stock subscription                                 (1,500)                         (1,500)
Proceeds from issuance of common stock                         130,000                        130,000
Proceeds from incurrence of notes payable                       91,000                         91,000
                                                          ------------    ------------    -----------
Net cash provided by financing activities                      219,500               0        219,500
                                                          ------------    ------------    -----------
Net increase in cash                                             1,409               0          1,409
Cash at beginning of period
                                                          ------------    ------------    -----------
Cash at end of period                                     $      1,409    $          0    $     1,409
                                                          ============    ============    ===========
</TABLE>

Supplemental disclosures of cash flow information:


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


     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.

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

                                       F-5


<PAGE>



                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

             Year Ended September 30, 2000 and Periods September 8,
          1999 (Date of Inception) through September 30, 2000 and 1999

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 its 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 had no operations  for the period prior to August 1996.  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 on September 8, 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.

On June 30, 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.






                                       F-6



<PAGE>



                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

             Year Ended September 30, 2000 and Periods September 8,
          1999 (Date of Inception) through September 30, 2000 and 1999


1.   Background Information and Business Combination (continued)

The following pro forma  information  (unaudited)  assumes the  acquisition  and
reorganization had occurred on September 8, 1999:

<TABLE>
<CAPTION>
                                                                 Period September
                                            8, Year Ended     1999 (Date of Inception)
                                            September 30,      through September 30,
                                                 2000           1999       2000
                                             -----------       ------     -------
<S>                                        <C>                <C>        <C>
Operating costs and start-up expenses      $    (940,505)     $ (35,600) $ (976,105)
Loss per share                             $        (.14)     $    (.00) $     (.14)
</TABLE>

2.       Significant Accounting Policies

The significant accounting policies followed are:

The financial  statements for the period September 8, 1999 (date of inception of
Retrieval)  through September 30, 1999 include only the operations of Retrieval.
The consolidated financial statements as of September 30, 2000 and the year then
ended and the period September 8, 1999 (date of inception) through September 30,
2000 include the  operations  of Retrieval  and the Company from the date of the
reverse acquisition,  June 30, 2000. 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 require
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-7



<PAGE>



                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

             Year Ended September 30, 2000 and Periods September 8,
          1999 (Date of Inception) through September 30, 2000 and 1999



2.   Significant Accounting Policies (continued)

Equipment  is  stated at cost.  Additions  and  improvements  to  equipment  are
capitalized. Maintenance and repairs are expensed as incurred. When equipment is
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.

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 bases.  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 year ended
September 30, 2000 and the periods September 8, 1999 (date of inception) through
September 30, 2000 and 1999 amounted to $69,257;  $69,257; and $0, respectively.
There were no direct-response advertising during any periods presented.

Research and  development  costs are charged to operations  when  incurred.  The
amounts charged for the year ended September 30, 2000 and the periods  September
8, 1999 (date of  inception)  through  September  30, 2000 and 1999  amounted to
$199,008; $199,008; and $0, respectively.

The Company  expenses  all costs of  developing  software to be sold until it is
determined that the software is technologically feasible as defined by Statement
of  Financial  Accounting  Standards  (SFAS) No. 86. As of  September  30, 2000,
management has determined that they have not met the requirements of SFAS No. 86
to begin capitalizing such costs.


                                       F-8



<PAGE>



                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

             Year Ended September 30, 2000 and Periods September 8,
          1999 (Date of Inception) through September 30, 2000 and 1999


2.   Significant Accounting Policies (continued)

Loss per share has been  calculated  by dividing the net loss for each period by
the weighted average number of common shares  outstanding in connection with the
acquisition as discussed in Note 1. Common share equivalents include convertible
debt that was not included in computing  diluted  loss per share  because  their
effects are anti-dilutive.


3.   Notes Payable

Notes payable as of September 30, 2000 consist of notes totaling $109,000, which
is net of a $30,750 unamortized debt discount.  These notes call for interest at
a rate of nine percent per annum,  are payable at maturity,  and are  unsecured.
The notes call for payment  within 30 days of certain  events,  one of which was
upon the  Company  entering  into an  agreement  to merge or reverse  merge with
another corporation.  Due to the business acquisition discussed in Note 1, these
notes are  currently  due.  The maker of the note can  convert any or all of the
principal and interest  balance into common stock at a price equal to 50 percent
of the market price or the bid/ask price.

The  unamortized  debt  discount  is the  result of the  intrinsic  value of the
beneficial  conversion feature of the note. The debt discount is being amortized
over the life of the note.

Subsequent ot year end the Company  issued stock in  satisfaction  of $44,000 of
notes.  This amount has been reflected as Long Term in the accompanying  balance
sheet.

4.   Commitments

The  Company  has  entered  into a  broker  agreement  with an  individual.  The
individual  is to provide  investor  financing for the Company.  In return,  the
Company  will pay the  individual  three  percent  of the  amount  raised,  with
incremental  increases  based on the amounts  raised.  The  agreement is for six
months and is renewable upon written agreement by both parties.

The Company has also entered into a broker  agreement for financing with another
broker.  The Company will pay the broker eight percent of the amount raised. The
agreement  is for no less  than 180 days and no more than two  years.  After 180
days, the agreement can be terminated by either party upon written notice.

                                       F-9


<PAGE>



                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

             Year Ended September 30, 2000 and Periods September 8,
          1999 (Date of Inception) through September 30, 2000 and 1999


4.   Commitments (continued)

During the year ended  September 30, 2000, the Company entered into an agreement
to lease  space for  corporate  offices.  The lease term is seven  years with an
option to renew for an additional five years.  The agreement calls for an annual
rental amount of $72,784, payable in monthly installments of $6,065. In addition
to the monthly  rental,  the Company is obligated  to pay an annual  common area
maintenance fee (CAM) of $15,922, payable in monthly installments of $1,327. The
amounts  charged to rent expense for the year ended  September  30, 2000 and the
periods  September 8, 1999 (date of  inception)  through  September 30, 2000 and
1999 amounted to $21,596; $21,596; and $0, respectively.

Both the rental amount and CAM shall be increased  annually by the percentage of
increase in the Consumer Price Index, if any.

The Company  also  entered into an  employment  agreement  during the year ended
September 30, 2000 with one of its employees and two of its officers.  Under the
terms of these two year agreements,  the Company is to pay these  individuals an
aggregate  of  $3800,000  and  $450,000  for  each  year  respectively.  If  the
individuals positions are eliminated,  the Company must pay them an amount equal
to six months salary.

During the year ended  September 30, 2000, the Company entered into an agreement
which  provided  the company  access to any entity's  contacts and clients.  The
Compnay has agreed to pay an ten percent commission on any revenues generated as
a result of this  agreement.  In addition,  subsequent  to year end, the Company
entered into an agreement  with this entity for the  development  and service of
software.  The company has agreed to pay a fee of $98,000 for the first  project
and 8% of revenues generated from the use of this software.

5.   Related Party Transactions

During  the year  ended  September  30,  2000,  various  stockholders  performed
services  and  advanced  funds  to  the  Company.   Included  in  the  Company's
consolidated  financial  statements  is $480,484 owed to these  stockholders  at
September 30, 2000. This amount is unsecured and is non-interest bearing.

The above  amount is not  necessarily  indicative  of the  amount nor terms that
would have been incurred or agreed to had a comparable  transaction been entered
into with independent parties.



                                      F-10



<PAGE>



                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

             Year Ended September 30, 2000 and Periods September 8,
          1999 (Date of Inception) through September 30, 2000 and 1999


6.   Income Taxes

Temporary differences giving rise to the deferred tax asset consist primarily of
loss  carryforwards  of  approximately  $933,000,  which may be applied  against
future  taxable  income,  and  approximately  $19,000 of net  start-up  expenses
amortizable  for tax purposes over five years.  These  differences  give rise to
deferred tax assets at September 30, 2000 of approximately $320,000.  Management
has  established a valuation  allowance  equal to the amount of the deferred tax
asset due to the uncertainty of the Company's realization of these benefits.

The loss carryforward expires on December 31, 2019.


7.   Subsequent Events

On October 1, 2000, the Company released a private placement  memorandum to sell
an additional  5,000,000 shares of common stock at $1.00 per share. The proceeds
will be used for operating expenses,  partnership development,  product research
and development,  and working capital.  As of November 16, 2000, the Company has
collected approximately $1,706,000.

The following pro forma condensed consolidated balance sheet gives effect to the
above event as if it had occurred on September 30, 2000:

<TABLE>
<S>                                                  <C>
Assets
   Current assets                                    $     1,723,759
   Other assets                                               23,109
Total assets                                         $     1,746,868
Liabilities and Stockholders' Equity
   Current liabilities                               $       801,092
   Long term liabilities                                      44,000
Stockholders' equity:
    Preferred stock                                                0
    Common stock                                                 855
    Additional paid-in capital                             1,867,526
   Subscription receivable                                    (1,500)
   Deficit accumulated during development stage             (965,105)
Total stockholders' equity                                   901,776
Total liabilities and stockholders' equity           $     1,746,868
</TABLE>

                                      F-11


<PAGE>


                     RDC International, Inc. and Subsidiary
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

             Year Ended September 30, 2000 and Periods September 8,
          1999 (Date of Inception) through September 30, 2000 and 1999


7.   Subsequent Events (continued)

The Company  entered into an agreement to lease space for  corporate  offices on
November 1, 2000. The lease term is for five years.  The agreement  calls for an
annual rental amount of $96,096 payable in monthly  installments of $8,008,  for
the first year. 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 ended September 30
     ------------------------

          2001                $ 88,088
                              ========

          2002                $152,724
                              ========

          2003                $164,164
                              ========

          2004                $171,028
                              ========

          2005                $177,892
                              ========

          2006                $ 14,872
                              ========





                                      F-12



<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         48         Chairman, Chief Executive Officer

Anthony Cella        55         Chief Financial Officer, Vice-Chairman

Clifford Tager       42         Secretary, Director

Donald Mintmire      56         Director

Alan Reiter          48         Director

Brad Vossler         44         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.


                                       50

<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.

Donald F. Mintmire, a Director, was born August 15, 1944, graduate of University
of Kentucky (J.D. 1969);  Georgetown University (LLM 1980); admitted to practice
in Kentucky, Maryland, District of Columbia, Tennessee and Florida. Mr. Mintmire
currently  maintains his practice at 265 Sunrise Avenue,  Suite 204, Palm Beach,
Florida 33480.

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.

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.


                                       51

<PAGE>


Item 10.          Executive Compensation

<TABLE>
<CAPTION>
Name and Post    Year   Annual     Annual   Annual  LT     LT Comp Options  LTIP      All Other  (1)
                        Comp       Comp     Comp    Comp                    Payouts
                        Salary     Bonus($) Other   Rest
                            (1)                     Stock
------------    -----   -------   --------  -----   ------  --------------- --------  -------------
<S>              <C>    <C>       <C>       <C>     <C>     <C>             <C>       <C>
John Harkola,    1999   $9,200                      (2)                               $26,992
Chairman, and                                                                         (relocation)
CEO(3)           2000   $110,000
Anthony Cella,   1999   $0                          (2)                               $6,909
Vice-Chairman                                                                         (expenses)
and Director     2000   $80,000
(4)(8)
Clifford Tager,  1999   $0                                                            $51,750
Secretary and    2000                                                                 (legal fees)
Director                $0
(5)(6)(7)
Donald           1999   $0
Mintmire,
Director         2000   $0

Alan Reiter,     1999   $0                          (2)
Director
                 2000   $0
Brad Vossler,    1999   $9,200                      (2)                               $210
Director                                                                              (expenses)
                 2000   $54,400
</TABLE>


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

(2)  In June 2000, the Company conducted a share exchange with Retrieval and the
     shareholders of Retrieval,  whereby the Company issued  4,000,000 shares of
     its Common Stock in exchange for shares  representing  one hundred  percent
     (100%) of the issued and outstanding  Common Stock of Retrieval.  Retrieval
     became  a  wholly  owned   subsidiary  of  the  Company  as  part  of  this
     transaction.  In connection with the exchange,  Peter Voghel, the Company's
     past Chairman and Chief Executive Officer received  1,480,000 shares,  John
     Harkola,  the  Company's  current  Chairman  and  Chief  Executive  Officer
     received  800,000 shares,  Brad Vossler,  a current Director of the Company
     received  600,000  shares,  Anthony  Cella,  the  Company's  current  Chief
     Financial Officer and Vice-Chairman  received 80,000 shares and Alan Reiter
     a current Director received 40,000 shares.  For such offering,  the Company
     relied upon the 506  Exemption,  Section  517.061(11)  of the Florida Code,
     Section 11.602 of the Maryland Code and Section  8-1111(14) of the Nebraska
     Code.  See Part III,  Item 11.  "Security  Ownership of Certain  Beneficial
     Owners and Management";  and Part III, Item 12. "Certain  Relationships and
     Related Transactions".

(3)  In September  1999,  prior to its  acquisition  by the  Company,  Retrieval
     entered into an  employment  agreement  with John  Harkola,  the  Company's
     current  Chairman  and Chief  Executive  Officer.  Mr.  Harkola  received a
     monthly  installment  based upon an annual salary in the amount of $110,000
     until  November  2000.  At that time,  his annual  salary  (and his monthly
     installment) was increased to $160,000. He receives an automobile allowance
     of $1,000 per month and cellular phone service at the expense of Retrieval.
     He is also entitled to other  benefits  including  life  insurance,  health
     insurance, participation in Retrieval's bonus

                                       52

<PAGE>



     incentive  program and  participation in a stock option plan as they become
     available.  The term is for a period of two (2) years.  See Part III,  Item
     11. "Security  Ownership of Certain Beneficial Owners and Management";  and
     Part III, Item 12. "Certain Relationships and Related Transactions".

(4)  In March 2000, prior to its acquisition by the Company,  Retrieval  entered
     into an employment  agreement  with Anthony  Cella,  the Company's  current
     Chief  Financial  Officer and  Vice-Chairman.  Mr. Cella received a monthly
     installment  based upon an annual  salary in the amount of  $120,000  until
     November   2000.  At  that  time,   his  annual  salary  (and  his  monthly
     installment) was increased to $160,000. He receives an automobile allowance
     of $1,000 per month and cellular phone service at the expense of Retrieval.
     He is also entitled to other  benefits  including  life  insurance,  health
     insurance,   participation  in  Retrieval's  bonus  incentive  program  and
     participation in a stock option plan as they become available.  The term is
     for a period of two (2) years. See Part III, Item 11.  "Security  Ownership
     of  Certain  Beneficial  Owners  and  Management";  and Part III,  Item 12.
     "Certain Relationships and Related Transactions".

(5)  In March 2000, prior to its acquisition by the Company,  Retrieval executed
     a convertible  note in favor of Clifford L. Tager,  the  Company's  current
     Secretary and Director,  in the principal amount of $15,000. The note bears
     interest at a rate of nine percent (9%) per annum.  The note matures thirty
     (30) days  following the earlier of (i) an initial  public  offering of the
     Company's Common Stock, through a 1933 Act Registration, (ii) a merger or a
     reverse  merger,  or (iii) a buyout of the  corporation.  At maturity,  the
     holder has the  option  to: (i)  request  repayment  of all  principal  and
     interest,  (ii)  convert all or part of the  principal  and/or the interest
     into shares of the Company's Common Stock at a price equal to fifty percent
     (50%) of the market price,  or (iii)  request that the Company  convert the
     note into shares of the Company's Preferred Stock if available. In November
     2000,  the holder  elected to convert all of said principal but none of the
     interest to 30,000  shares of the  Company's  restricted  Common  Stock The
     interest is still outstanding.  For such offering,  the Company relied upon
     the 506 Exemption and Section  36b-31-21b-9b  of the Connecticut  Code. See
     Part III, Item 11.  "Security  Ownership of Certain  Beneficial  Owners and
     Management";  and Part III,  Item 12.  "Certain  Relationships  and Related
     Transactions".

(6)  In April 2000, prior to its acquisition by the Company,  Retrieval executed
     a convertible  note in favor of Clifford L. Tager,  the  Company's  current
     Secretary and Director,  in the principal amount of $6,000.  The note bears
     interest at a rate of nine percent (9%) per annum.  The note matures thirty
     (30) days  following the earlier of (i) an initial  public  offering of the
     Company's Common Stock, through a 1933 Act Registration, (ii) a merger or a
     reverse  merger,  or (iii) a buyout of the  corporation.  At maturity,  the
     holder has the  option  to: (i)  request  repayment  of all  principal  and
     interest,  (ii)  convert all or part of the  principal  and/or the interest
     into shares of the Company's Common Stock at a price equal to fifty percent
     (50%) of the market price,  or (iii)  request that the Company  convert the
     note into shares of the Company's Preferred Stock if available. The note is
     still  outstanding.  For such  offering,  the  Company  relied upon the 506
     Exemption and Section  36b-31-21b-9b of the Connecticut Code. See Part III,
     Item 11. "Security  Ownership of Certain Beneficial Owners and Management";
     and Part III, Item 12. "Certain Relationships and Related Transactions".

(7)  In August 2000,  Retrieval executed a convertible note in favor of Clifford
     L. Tager, the Company's  current  Secretary and Director,  in the principal
     amount of $30,750.  The note bears  interest at a rate of nine percent (9%)
     per annum. The note matures thirty (30) days

                                       53

<PAGE>



     following  the earlier of (i) an initial  public  offering of the Company's
     Common Stock,  through a 1933 Act Registration,  (ii) a merger or a reverse
     merger, or (iii) a buyout of the corporation.  At maturity,  the holder has
     the option to: (i) request  repayment of all principal  and interest,  (ii)
     convert all or part of the principal and/or the interest into shares of the
     Company's  Common  Stock at a price  equal to  fifty  percent  (50%) of the
     market  price,  or (iii)  request  that the  Company  convert the note into
     shares of the Company's  Preferred  Stock if  available.  The note is still
     outstanding.  For such offering,  the Company relied upon the 506 Exemption
     and Section  36b-31-21b-9b of the Connecticut  Code. See Part III, Item 11.
     "Security Ownership of Certain Beneficial Owners and Management";  and Part
     III, Item 12. "Certain Relationships and Related Transactions".

(8)  In July 2000, the Company authorized  issuance of 120,000 shares to Anthony
     Cella, the Company's  current Chief Financial Officer and Vice-Chairman for
     services rendered to the Company, although the shares were not issued until
     November 2000. For such offering, the Company relied upon the 506 Exemption
     and  Section  517.061(11)  of the  Florida  Code.  See Part  III,  Item 11.
     "Security Ownership of Certain Beneficial Owners and Management";  and Part
     III, Item 12. "Certain Relationships and Related Transactions".

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.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth  information  as of September 30, 2000,
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.

<TABLE>
<CAPTION>
Name and Address of           Title of  Amount and Nature of  Percent of
Beneficial Owner               Class      Beneficial Owner         Class
-------------------------     --------  --------------------  -----------
<S>                           <C>        <C>                   <C>
John Harkola(1)(2)(6)         Common       800,000             11.7%

Anthony Cella(1)(3)(6)(8)     Common        80,000              1.2%

Clifford Tager(1)(4)(5)(7)    Common        30,000              0.4%

Donald Mintmire(1)            Common             0                0%

Alan Reiter(1)(6)             Common        40,000              0.6%

Brad Vossler(1)(6)            Common       600,000              8.8%

All Executive Officers and    Common     1,550,000             22.7%
Directors as a Group
(Six (6) persons)

Peter Voghel(1)               Common     1,480,000             21.6%
-------------------
</TABLE>


<PAGE>




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

(2)  In September  1999,  prior to its  acquisition  by the  Company,  Retrieval
     entered into an  employment  agreement  with John  Harkola,  the  Company's
     current  Chairman  and Chief  Executive  Officer.  Mr.  Harkola  received a
     monthly  installment  based upon an annual salary in the amount of $110,000
     until  November  2000.  At that time,  his annual  salary  (and his monthly
     installment) was increased to $160,000. He receives an automobile allowance
     of $1,000 per month and cellular phone service at the expense of Retrieval.
     He is also entitled to other  benefits  including  life  insurance,  health
     insurance,   participation  in  Retrieval's  bonus  incentive  program  and
     participation in a stock option plan as they become available.  The term is
     for  a  period  of  two  (2)  years.   See  Part  III,  Item  12.  "Certain
     Relationships and Related Transactions".

(3)  In March 2000, prior to its acquisition by the Company,  Retrieval  entered
     into an employment  agreement  with Anthony  Cella,  the Company's  current
     Chief  Financial  Officer and  Vice-Chairman.  Mr. Cella received a monthly
     installment  based upon an annual  salary in the amount of  $120,000  until
     November   2000.  At  that  time,   his  annual  salary  (and  his  monthly
     installment) was increased to $160,000. He receives an automobile allowance
     of $1,000 per month and cellular phone service at the expense of Retrieval.
     He is also entitled to other  benefits  including  life  insurance,  health
     insurance,   participation  in  Retrieval's  bonus  incentive  program  and
     participation in a stock option plan as they become available.  The term is
     for  a  period  of  two  (2)  years.   See  Part  III,  Item  12.  "Certain
     Relationships and Related Transactions".

(4)  In March 2000, prior to its acquisition by the Company,  Retrieval executed
     a convertible  note in favor of Clifford L. Tager,  the  Company's  current
     Secretary and Director,  in the principal amount of $15,000. The note bears
     interest at a rate of nine percent (9%) per annum.  The note matures thirty
     (30) days  following the earlier of (i) an initial  public  offering of the
     Company's Common Stock, through a 1933 Act Registration, (ii) a merger or a
     reverse  merger,  or (iii) a buyout of the  corporation.  At maturity,  the
     holder has the  option  to: (i)  request  repayment  of all  principal  and
     interest,  (ii)  convert all or part of the  principal  and/or the interest
     into shares of the Company's Common Stock at a price equal to fifty percent
     (50%) of the market price,  or (iii)  request that the Company  convert the
     note into shares of the Company's Preferred Stock if available. In November
     2000,  the holder  elected to convert all of said principal but none of the
     interest to 30,000  shares of the  Company's  restricted  Common  Stock The
     interest is still outstanding.  For such offering,  the Company relied upon
     the 506 Exemption and Section  36b-31-21b-9b  of the Connecticut  Code. See
     Part III, Item 12. "Certain Relationships and Related Transactions".

(5)  In April 2000, prior to its acquisition by the Company,  Retrieval executed
     a convertible  note in favor of Clifford L. Tager,  the  Company's  current
     Secretary and Director,  in the principal amount of $6,000.  The note bears
     interest at a rate of nine percent (9%) per annum.  The note matures thirty
     (30) days  following the earlier of (i) an initial  public  offering of the
     Company's Common Stock, through a 1933 Act Registration, (ii) a merger or a
     reverse  merger,  or (iii) a buyout of the  corporation.  At maturity,  the
     holder has the  option  to: (i)  request  repayment  of all  principal  and
     interest, (ii) convert all or part of the principal and/or

                                       54

<PAGE>



     the interest into shares of the Company's  Common Stock at a price equal to
     fifty percent (50%) of the market price,  or (iii) request that the Company
     convert the note into shares of the Company's Preferred Stock if available.
     The note is still outstanding.  For such offering,  the Company relied upon
     the 506 Exemption and Section  36b-31-21b-9b  of the Connecticut  Code. See
     Part III, Item 12. "Certain Relationships and Related Transactions".

(6)  In June 2000, the Company conducted a share exchange with Retrieval and the
     shareholders of Retrieval,  whereby the Company issued  4,000,000 shares of
     its Common Stock in exchange for shares  representing  one hundred  percent
     (100%) of the issued and outstanding  Common Stock of Retrieval.  Retrieval
     became  a  wholly  owned   subsidiary  of  the  Company  as  part  of  this
     transaction.  In connection with the exchange,  Peter Voghel, the Company's
     past Chairman and Chief Executive Officer received  1,480,000 shares,  John
     Harkola,  the  Company's  current  Chairman  and  Chief  Executive  Officer
     received  800,000 shares,  Brad Vossler,  a current Director of the Company
     received  600,000  shares,  Anthony  Cella,  the  Company's  current  Chief
     Financial Officer and Vice-Chairman  received 80,000 shares and Alan Reiter
     a current Director received 40,000 shares.  For such offering,  the Company
     relied upon the 506  Exemption,  Section  517.061(11)  of the Florida Code,
     Section 11.602 of the Maryland Code and Section  8-1111(14) of the Nebraska
     Code.  See  Part  III,  Item  12.   "Certain   Relationships   and  Related
     Transactions".

(7)  In August 2000,  Retrieval executed a convertible note in favor of Clifford
     L. Tager, the Company's  current  Secretary and Director,  in the principal
     amount of $30,750.  The note bears  interest at a rate of nine percent (9%)
     per annum.  The note matures  thirty (30) days following the earlier of (i)
     an initial public  offering of the Company's  Common Stock,  through a 1933
     Act  Registration,  (ii) a merger or a reverse merger, or (iii) a buyout of
     the  corporation.  At  maturity,  the holder has the option to: (i) request
     repayment of all principal  and  interest,  (ii) convert all or part of the
     principal  and/or the interest into shares of the Company's Common Stock at
     a price equal to fifty percent (50%) of the market price,  or (iii) request
     that the Company  convert the note into shares of the  Company's  Preferred
     Stock if available.  The note is still outstanding.  For such offering, the
     Company  relied upon the 506  Exemption  and Section  36b-31-21b-9b  of the
     Connecticut Code. See Part III, Item 12. "Certain Relationships and Related
     Transactions".

(8)  In July 2000, the Company authorized  issuance of 120,000 shares to Anthony
     Cella, the Company's  current Chief Financial Officer and Vice-Chairman for
     services rendered to the Company, although the shares were not issued until
     November 2000. For such offering, the Company relied upon the 506 Exemption
     and  Section  517.061(11)  of the  Florida  Code.  See Part  III,  Item 12.
     "Certain Relationships and Related Transactions".

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

Item 12. Certain Relationships and Related Transactions

         In September 1999,  prior to its acquisition by the Company,  Retrieval
entered into an employment  agreement with John Harkola,  the Company's  current
Chairman and Chief Executive Officer. Mr. Harkola received a monthly installment
based upon an annual salary in the amount of $110,000  until  November  2000. At
that time,  his annual  salary (and his monthly  installment)  was  increased to
$160,000.  He receives an automobile  allowance of $1,000 per month and cellular
phone service at the expense of Retrieval. He is also entitled to other benefits
including life insurance,  health insurance,  participation in Retrieval's bonus
incentive  program  and  participation  in a stock  option  plan as they  become
available. The term is for a period of two (2) years.

                                       54

<PAGE>





         In March  2000,  prior to its  acquisition  by the  Company,  Retrieval
entered into an employment  agreement with Anthony Cella, the Company's  current
Chief  Financial  Officer  and  Vice-Chairman.  Mr.  Cella  received  a  monthly
installment based upon an annual salary in the amount of $120,000 until November
2000.  At that  time,  his  annual  salary  (and his  monthly  installment)  was
increased to $160,000.  He receives an automobile  allowance of $1,000 per month
and cellular  phone service at the expense of Retrieval.  He is also entitled to
other benefits  including life insurance,  health  insurance,  participation  in
Retrieval's  bonus incentive program and participation in a stock option plan as
they become available. The term is for a period of two (2) years.

         In March  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Clifford L. Tager, the Company's current
Secretary  and  Director,  in the  principal  amount of $15,000.  The note bears
interest at a rate of nine percent (9%) per annum.  The note matures thirty (30)
days  following the earlier of (i) an initial  public  offering of the Company's
Common  Stock,  through  a 1933 Act  Registration,  (ii) a merger  or a  reverse
merger,  or (iii) a buyout of the corporation.  At maturity,  the holder has the
option to: (i) request repayment of all principal and interest, (ii) convert all
or part of the principal and/or the interest into shares of the Company's Common
Stock at a price  equal to fifty  percent  (50%) of the market  price,  or (iii)
request that the Company convert the note into shares of the Company's Preferred
Stock if available.  In November 2000, the holder elected to convert all of said
principal but none of the interest to 30,000 shares of the Company's  restricted
Common Stock The interest is still outstanding.  For such offering,  the Company
relied upon the 506 Exemption and Section 36b-31-21b-9b of the Connecticut Code.

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Clifford L. Tager, the Company's current
Secretary  and  Director,  in the  principal  amount of  $6,000.  The note bears
interest at a rate of nine percent (9%) per annum.  The note matures thirty (30)
days  following the earlier of (i) an initial  public  offering of the Company's
Common  Stock,  through  a 1933 Act  Registration,  (ii) a merger  or a  reverse
merger,  or (iii) a buyout of the corporation.  At maturity,  the holder has the
option to: (i) request repayment of all principal and interest, (ii) convert all
or part of the principal and/or the interest into shares of the Company's Common
Stock at a price  equal to fifty  percent  (50%) of the market  price,  or (iii)
request that the Company convert the note into shares of the Company's Preferred
Stock if  available.  The  note is still  outstanding.  For such  offering,  the
Company  relied  upon  the 506  Exemption  and  Section  36b-  31-21b-9b  of the
Connecticut Code.

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed  a  convertible  note in favor of Ned W.  Shawkey  and  Helen  Shawkey,
Trustees in the principal  amount of $10,000.  The note bears interest at a rate
of nine percent (9%) per annum.  The note matures thirty (30) days following the
earlier of (i) an initial public offering of the Company's Common Stock, through
a 1933 Act Registration, (ii) a merger or a reverse merger, or (iii) a buyout of
the  corporation.  At  maturity,  the holder  has the  option  to:  (i)  request
repayment  of all  principal  and  interest,  (ii)  convert  all or  part of the
principal  and/or the interest  into shares of the  Company's  Common Stock at a
price equal to fifty percent  (50%) of the market  price,  or (iii) request that
the Company  convert the note into shares of the  Company's  Preferred  Stock if
available.  In  November  2000,  the holder  elected  to convert  $1,000 of said
principal to 2,000 shares of the Company's restricted Common Stock The remaining
principal  and interest is still  outstanding.  For such  offering,  the Company
relied upon the 506 Exemption and Section 517.061(11) of the Florida Code.

                                       55

<PAGE>



         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Charles H. Fridley and Teresa S. Fridley
in the principal  amount of $50,000.  The note bears  interest at a rate of nine
percent (9%) per annum.  The note matures thirty (30) days following the earlier
of (i) an initial public offering of the Company's Common Stock,  through a 1933
Act  Registration,  (ii) a merger or a reverse merger,  or (iii) a buyout of the
corporation. At maturity, the holder has the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  In November
2000, the holder  elected to convert  $25,000 of said principal plus $2493.49 of
interest to 54,987 shares of the Company's restricted Common Stock The remaining
principal  and interest is still  outstanding.  For such  offering,  the Company
relied upon the 506 Exemption and Section 517.061(11) of the Florida Code.

         In April  2000,  prior to its  acquisition  by the  Company,  Retrieval
executed a convertible note in favor of Janet Molino-Bem in the principal amount
of $25,000. The note bore interest at a rate of nine percent (9%) per annum. The
note matured  thirty (30) days  following  the earlier of (i) an initial  public
offering of the Company's Common Stock, through a 1933 Act Registration,  (ii) a
merger or a reverse merger,  or (iii) a buyout of the corporation.  At maturity,
the  holder  has the  option to: (i)  request  repayment  of all  principal  and
interest,  (ii) convert all or part of the  principal  and/or the interest  into
shares of the Company's  Common Stock at a price equal to fifty percent (50%) of
the market price, or (iii) request that the Company convert the note into shares
of the Company's Preferred Stock if available. The note has since been repaid in
full. For such  offering,  the Company relied upon the 506 Exemption and Section
517.061(11) of the Florida Code.

         In June  2000,  prior  to its  acquisition  by the  Company,  Retrieval
executed a  convertible  note in favor of Kirk  Groome and Alma Groome JT in the
principal  amount of $3,000.  The note bore  interest at a rate of nine  percent
(9%) per annum.  The note matured  thirty (30) days following the earlier of (i)
an initial  public  offering of the Company's  Common Stock,  through a 1933 Act
Registration,  (ii) a merger  or a  reverse  merger,  or  (iii) a buyout  of the
corporation. At maturity, the holder had the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  In November
2000,  the holder  elected to convert all principal and interest to 6,206 shares
of the Company's restricted Common Stock. For such offering,  the Company relied
upon the 506 Exemption and Section 517.061(11) of the Florida Code.

         In June 2000, the Company conducted a share exchange with Retrieval and
the  shareholders of Retrieval,  whereby the Company issued  4,000,000 shares of
its Common Stock in exchange for shares  representing one hundred percent (100%)
of the issued and  outstanding  Common Stock of  Retrieval.  Retrieval  became a
wholly  owned  subsidiary  of the  Company  as  part  of  this  transaction.  In
connection  with the  exchange,  Peter Voghel,  the Company's  past Chairman and
Chief Executive Officer received 1,480,000 shares,  John Harkola,  the Company's
current  Chairman and Chief Executive  Officer  received  800,000  shares,  Brad
Vossler,  a current  Director of the Company  received  600,000 shares,  Anthony
Cella, the Company's current Chief Financial Officer and Vice- Chairman received
80,000 shares and Alan Reiter a current  Director  received  40,000 shares.  For
such offering, the Company relied upon the 506 Exemption, Section 517.061(11) of
the Florida Code,  Section 11.602 of the Maryland Code and Section 8-1111(14) of
the Nebraska Code.

         In July 2000,  the Company  authorized  issuance  of 120,000  shares to
Anthony Cella, the Company's  current Chief Financial  Officer and Vice-Chairman
for services rendered to the

                                       56

<PAGE>



Company,  although  the shares were not issued  until  November  2000.  For such
offering,  the Company relied upon the 506 Exemption and Section  517.061(11) of
the Florida Code.

         In July 2000, the Company issued Quantam an option to purchase  100,000
shares of the Company's restricted Common Stock at a an exercise price of $0.001
per share.  Such option was exercisable for a period of one (1) year.  Until the
option was exercised,  the option carried certain  anti-dilution rights. In July
2000,  Quantam  exercised  such option,  but was not issued 100,000 shares until
November  2000.  The  shares  carry  piggy-back  registration  rights.  For such
offering,  the Company relied upon the 506 Exemption and Section  517.061(11) of
the Florida Code.

         In November  2000,  Retrieval  entered into a lease with Osprey,  S.A.,
Ltd. for the premises located at 1819 Main Street, Suites 702 and 703, Sarasota,
FL 34236.  The lease is for a period of five (5) years.  Rent for the first year
is $8,008 per month,  for the second  year is $13,156  per month,  for the third
year is $13,728 per month,  for the fourth year is $14,300 per month and for the
fifth year is $14,872 per month. The property serves as both Retrieval's and the
Company's main  headquarters  and consists of  approximately  six thousand eight
hundred sixty four (6,864) square feet of office space.

         From the date of the  Agreement in June 2000,  to the end of the fiscal
year  (September  30,  2000),  the  Company  sold  120,000  shares  to three (3)
investors for a total of $120,000.  For such  offering,  the Company relied upon
the  506  Exemption,  Section  517.061(11)  of  the  Florida  Code  and  Section
460-44A-506 of the Washington Code.

         In August  2000,  Retrieval  executed  a  convertible  note in favor of
Clifford  L.  Tager,  the  Company's  current  Secretary  and  Director,  in the
principal  amount of $30,750.  The note bears interest at a rate of nine percent
(9%) per annum.  The note matures  thirty (30) days following the earlier of (i)
an initial  public  offering of the Company's  Common Stock,  through a 1933 Act
Registration,  (ii) a merger  or a  reverse  merger,  or  (iii) a buyout  of the
corporation. At maturity, the holder has the option to: (i) request repayment of
all principal and interest, (ii) convert all or part of the principal and/or the
interest  into shares of the  Company's  Common  Stock at a price equal to fifty
percent (50%) of the market price, or (iii) request that the Company convert the
note into shares of the  Company's  Preferred  Stock if  available.  The note is
still outstanding.  For such offering, the Company relied upon the 506 Exemption
and Section 36b-31-21b-9b of the Connecticut Code.

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 No.       Exhibit Name
-----------       ---------------------
<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.
</TABLE>

                                       57

<PAGE>

<TABLE>
<S>      <C>      <C>
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      *        Convertible Note by Retrieval Dynamics Corporation in favor of Clifford Tager
                  dated March 1, 2000.

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

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

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

4.6      *        Convertible Note by Retrieval Dynamics Corporation in favor of Janet Molino-Bem
                  dated April 11, 2000.

4.7      *        Convertible Note by Retrieval Dynamics  Corporation in favor
                  of Kirk Groome and Alma Groome JT dated June 15, 2000.

4.8      *        Offering Memorandum dated September 30, 2000.

4.9      *        Form of Subscription Agreement pursuant to September 30, 2000 Offering
                  Memorandum.

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

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

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

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

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

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

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

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

10.8     *        Option Agreement between the Company and Quantam Financial Management
                  Company.
</TABLE>

---------------
(*  Filed herewith)
                                       58

<PAGE>





[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.

(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.




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                                       59



<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: January 16, 2001     By: /s John Harkola
                           --------------------------------------------
                                John Harkola, Chairman and CEO

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

                           By: /s/ Clifford Tager
                           --------------------------------------------
                                 Clifford Tager, Secretary and Director

                           By: /s/ Donald F. Mintmire
                           --------------------------------------------
                                 Donald F. Mintmire, Director

                           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             January 16, 2001
------------------------
John Harkola

/s/ Anthony Cella             CFO and Vice-Chairman       January 16, 2001
------------------------
Anthony Cella

/s/ Clifford Tager            Secretary and Director      January 16, 2001
------------------------
Clifford Tager

/s/ Donald F. Mintmire        Director                    January 16, 2001
------------------------
Donald F. Mintmire

/s/Alan Reiter                Director                    January 16, 2001
------------------------
Alan Reiter

/s/ Brad Vossler              Director                    January 16, 2001
------------------------
Brad Vossler