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, 2001

[_]  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  13,361,666  shares of voting  stock of the  registrant  issued  and
outstanding  as  of  September  30,  2001,   10,226,666   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

     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 1819 Main
Street,  Suite 702,  Sarasota,  FL 34236. Its telephone number is (941) 365-9955
and its facsimile number is (941) 265-9966.

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

     The  Company was formed  with the  contemplated  purpose to export and sell
products in France.  The incorporator  was unable to successfully  implement the
initial  business  plan.  After  development  of a business  plan and efforts to
develop the business failed,  all such efforts were abandoned in August 1996. In
June 2000, at the time it acquired Retrieval as a wholly-owned

                                        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 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 not to convert  principal or interest to shares of the
Company's  restricted  common stock The principal and interest have been paid 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 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.




                                        3

<PAGE>



     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 was completed.

     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".

     In July 2001 the Company  executed  two (2)  convertible  notes in favor of
Robert and Nancy Zivitz, joint tenants, in the principal amounts of $100,000 and
$50,000.  The notes bear interest at a rate of ten percent (10%) per annum.  The
notes mature on September 30, 2001.  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 restricted common
stock at a price equal to fifty cents  ($0.50) per share,  or (iii) request that
the Company  convert a fixed amount of the principal and interest due to lender,
into the Company's  restricted  common stock. To date, no election has been made
by the  lenders.  On  September  30,  2001,  Robert and Nancy  Zivitz  issued an
extension of the maturity date of the  principle and interest,  on each note, to
December 31, 2001. The notes and accrued interest remain  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
thirty-five  (35)  persons;  (ii)  neither  the offer nor the sale of any of the
shares was  accomplished  by the  publication  of any  advertisement;  (iii) all
purchasers either had a preexisting  personal or business  relationship with one
or more of the executive officers of the Company or, by reason of their business
or financial  experience,  could be  reasonably  assumed to have the capacity to
protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser  represented that he was purchasing for his own account and not with a
view to or for sale in connection with any  distribution of the shares;  and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was furnished all
material books and records of the Company,  all material contracts and documents
relating to the proposed  transaction,  and had an  opportunity  to question the
executive  officers of the Company.  Pursuant to Rule  3E-500.005,  in offerings
made under Section  517.061(11) of the Florida Statutes,  an offering memorandum
is not required; however

                                        4

<PAGE>



each purchaser (or his representative) must be provided with or given reasonable
access to full and fair disclosure of material information.  An issuer is deemed
to be satisfied if such purchaser or his representative has been given access to
all  material  books and  records of the  issuer;  all  material  contracts  and
documents relating to the proposed  transaction;  and an opportunity to question
the appropriate  executive  officer.  In that regard,  the Company supplied such
information and management was available for such questioning.

     During the  current  fiscal  year,  the  Company  issued a total of 374,375
shares to twenty-one (21) individuals for services rendered to the Company.  For
such offering, the Company relied upon the 506 Exemption and Section 517.061(11)
of the Florida  Code.  No state  exemption was necessary for the person who is a
resident  of Hong  Kong.  See Part I, Item 1.  "Description  of  Business  - (b)
Business of  Registrant - Employees  and  Consultants";  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
thirty-five  (35)  persons;  (ii)  neither  the offer nor the sale of any of the
shares was  accomplished  by the  publication  of any  advertisement;  (iii) all
purchasers either had a preexisting  personal or business  relationship with one
or more of the executive officers of the Company or, by reason of their business
or financial  experience,  could be  reasonably  assumed to have the capacity to
protect  their own  interests  in  connection  with the  transaction;  (iv) each
purchaser  represented that he was purchasing for his own account and not with a
view to or for sale in connection with any  distribution of the shares;  and (v)
prior to sale,  each  purchaser  had  reasonable  access to or was furnished all
material books and records of the Company,  all material contracts and documents
relating to the proposed  transaction,  and had an  opportunity  to question the
executive  officers of the Company.  Pursuant to Rule  3E-500.005,  in offerings
made under Section  517.061(11) of the Florida Statutes,  an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or  given  reasonable  access  to full  and  fair  disclosure  of  material
information.  An  issuer  is deemed to be  satisfied  if such  purchaser  or his
representative  has been given access to all  material  books and records of the
issuer;   all  material   contracts  and  documents  relating  to  the  proposed
transaction;  and an opportunity to question the appropriate  executive officer.
In that  regard,  the Company  supplied  such  information  and  management  was
available for such questioning.

     Retrieval  entered into a wireless  internet service  agreement with Sprint
Spectrum,  L.P., a Delaware  limited  partnership  d/b/a  Sprint PCS  ("Sprint")
effective  July 2001,  although  the  document  was not executed by Sprint until
October  2001.  Pursuant  to that  agreement,  Sprint  will  place a link to the
Company's  Qxprint services on its Sprint PCS Wireless Web for use by its Sprint
PCS  subscribers.  In consideration  for the placement,  Retrieval paid Sprint a
$20,000  service fee in December  2001.  Revenues  will be  generated on a usage
basis,  rather than a subscription  basis,  with Sprint receiving thirty percent
(30%) of the gross  transaction  revenues.  The  agreement has a term of one (1)
year.  The  agreement is also  terminable by Sprint at any time with thirty (30)
days advance written notice.

     Between  September  2000  and the date of this  filing,  the  Company  sold
6,229,085 shares and issued warrants to purchase an additional  1,813,125 shares
at an  exercise  price of  $1.50,  which  warrants  have an  expiration  date of
December 31, 2003 to 158 shareholders for a total of $6,229,085.

                                        5

<PAGE>



     As of the date of this filing,  an  additional  1,782,981  shares have been
subscribed for, but remain unissued.  Warrants to purchase an additional 455,000
shares have also been subscribed for, but have not yet been issued. The warrants
carry  the same  terms as those  herein  described.  The  Company  has  received
$1,500,000 pursuant to these new subscriptions.  For such offering,  the Company
relied  upon the 506  Exemption,  Section  8-6-11 of the Alabama  Code,  Section
R14-4-126 of the Arizona Code,  Section  3-42-509.  (c)(1) of the Arkansas Code,
ection 25102.1 of the California Code, Section 36b- 31-21b-9b of the Connecticut
Code, Section 517.061(11) of the Florida Code, Section 10-5-9(13) of the Georgia
Code,  Section  130.293 of the Illinois Code,  Reg. 710 IAC1-13-6 of the Indiana
Code,  Section 17-1270a of the Kansas Code, Section Sec. 292.327 of the Kentucky
Code, Section 1.602 of the Maryland Code,Section  402(b)(9) of the Massachusetts
Code, Section 80 A.15 Subd. 2(h) of the Minnesota Code, Section 49:3-50(b)(9) of
the  New  Jersey  Code,Section  58-13B-24(R)of  the  New  Mexico  Code,  Section
359(f)(2)(d)  of the New York Code,  Section .1211.  of the North Carolina Code,
Section  of the  Ohio  Code,  Oklahoma  Code,  Rule  ###-##-####  of the  Oregon
Code,Section 211(b) of the Pennsylvania Code, Section  7-11-402(18) of the Rhode
Island Code,  Order 97018 for Regulation D Offerings of the South Carolina Code,
Section  8-2-125,  as  interpreted  by  Rule  0780-4-  2-.11  of  the  Tennessee
Securities Act of 1980,  Section 109.13 of the Texas Code,  Section  4209aof the
Vermont Code, Section 21 VAC 5-40-120 of the Virginia code, Section  460-44A-506
of the  Washington  Code,  Section  551.29(2) of the Wisconsin  Code and Section
17-4-114 f the Wyoming Code. No state  exemption was necessary for the sale made
to a Canadian or Swiss investor.  See Part III, Item 12. "Certain  Relationships
and Related Transactions".

     The facts relied upon to make the Alabama Exemption  applicable include the
following:  (i) the sale was to not more than ten (10)  persons  within a twelve
(12) month  period;  (ii) the  issuer  reasonably  believes  that all buyers are
purchasing  for investment  purposes  only;  (iii) the issuer makes a reasonable
inquiry to determine if the  purchaser is acquiring  the  securities  for him or
herself or for other persons;  (iv) the issuer  provides  written  disclosure to
each purchaser  prior to the sale that the securities  have not been  registered
under the Act and therefore,  cannot be resold unless they are registered  under
the Act or unless an exemption from  registration is available;  (v) a legend is
placed  on the  certificate  that  states  that  the  securities  have  not been
registered under the act and setting forth the  restrictions on  transferability
and sale of the securities; (vi) no commission or other remuneration is paid for
soliciting  any  prospective  buyer;  (vii) no public  advertisement  or general
solicitation  is used in connection  with the issue;  (viii) the Company filed a
completed  SEC Form D with the  Alabama  Securities  Division;  (ix) the Company
executed a Form U-2  consent  to service of process in the state of Alabama  and
(x) the  Company  paid  an  appropriate  filing  fee to the  Alabama  Securities
Commission.

     The facts relied upon to make the Arizona  Exemption  available include the
following: (i) shares were sold to less than thirty-five (35) persons; (ii) each
purchaser  who was not an  accredited  investor  either alone or with  purchaser
representative  had such  knowledge  and  experience  in financial  and business
matters  sufficient  to  evaluate  the  merits  and  risks  of  the  prospective
investment;  (iii)  the bad boy  provisions  of the rule  apply to  neither  the
Company nor its predecessors or affiliates;  and (iv) neither the issuer nor any
person  acting  on its  behalf  offered  or sold the  securities  by any form of
general solicitation or general  advertising;  (v) the Company filed a completed
SEC Form D with the  Arizona  Corporation  Commission  signed  by a person  duly
authorized by the issuer; (vi) the Forms were filed not later than 15 days after
the  first  sale  of the  securities  in  Arizona;  (vii)  the  Company  paid an
appropriate filing fee of $250.00 to the Arizona Corporation Commission.

                                        6

<PAGE>



     The facts relied upon to make the  Arkansas  exemption  available  include:
with respect to any security that is a covered  security under Sec.  18(b)(4)(D)
of the Securities Act of 1933, the  commissioner,  by rule or order, may require
the  issuer to file a notice on SEC Form D and a consent  to  service of process
signed by the  issuer no later  than  fifteen  (15) days after the first sale of
such covered  security in this state,  together  with a fee in the amount of one
tenth of one percent  (.001%) of the maximum  aggregate  offering price at which
the securities are to be offered in this state,  but the fee shall in no case be
less than one hundred dollars ($150) or more than five hundred dollars ($500).

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

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

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


                                        7

<PAGE>



     The facts relied upon to make the Georgia  Exemption  available include the
following:  (i) the aggregate  number of persons  purchasing the Company's stock
during  the twelve  (12) month  period  ending on the date of  issuance  did not
exceed  fifteen (15) persons;  (ii) neither the offer nor the sale of any of the
shares was accomplished by a public  solicitation or  advertisement;  (iii) each
certificate contains a legend stating "These securities have been issued or sold
in reliance of paragraph (13) of Code Section  10-5-9 of the Georgia  Securities
Act of 1973 and may not be sold or transferred  except in a transaction which is
exempt under such act or pursuant to an effective  registration under such act";
and (iv) each  purchaser  executed a statement to the effect that the securities
purchased have been purchased for investment  purposes.  Offerings made pursuant
to this  section  of the  Georgia  Securities  Act  have no  requirement  for an
offering memorandum or disclosure document.

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

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

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

                                        8

<PAGE>



commencement   of  the  offering,   (d)  is  currently   subject  to  any  state
administrative  order or judgement which prohibits the use of any exemption from
registration  in connection  with the purchase or sale of securities,  or (e) is
subject to any order, judgement or decree of any court of competent jurisdiction
temporarily  or  preliminarily  restraining  or enjoining,  or is subject to any
order, judgement or decree of any court of competent jurisdiction entered within
five (5) years prior to the commencement of the offering permanently restraining
or enjoining, that person from engaging in or continuing any conduct or practice
in connection  with the purchase or sale of any security or involving the making
of any false  filing  with any state,  (iv) the issuer  filed a manually  signed
notice on Form D not  later  than  fifteen  (15)  days  after the first  sale of
securities in an offering under this exemption which contained an undertaking by
the issuer to furnish the  commissioner,  upon written request,  the information
furnished by the issuer to offerees.

     The facts relied upon to make the Kentucky Exemption  available include the
following:  (i) the  Company  filed a  completed  SEC Form D with  the  Kentucky
Department  of  Financial  Institutions;  (ii) the  Company  executed a Form U-2
consent to service  of  process in the state of  Kentucky;  (iii) the Forms were
filed not later than fifteen (15) days after the first sale of the securities in
Kentucky; and (iv) the Company paid an appropriate filing fee of $250.

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

     The facts relied upon to make the Massachusetts Exemption available include
the  following:  (i) the  Company  did not offer to more than  twenty-five  (25)
persons  in  Massachusetts  during any period of twelve  (12)  months;  (ii) the
Company reasonably believed that all the buyers in Massachusetts were purchasing
for  investment;  and  (iii)  the  offer  did not  involve  the  payment  of any
commission or other  remuneration  for  soliciting  any buyer in  Massachusetts,
therefore no notice to the  secretary of state was required to be filed;  (iv) a
Form D was filed  with the  Commonwealth;  (v) a Form U-2  Consent to Service of
Process  was  filed  with the  Commonwealth  and (vi)  the  appropriate  fee was
submitted to the Commonwealth.

     The facts relied upon to make the Minnesota Exemption available include the
following:  (i) bad boy  provisions  of the rule apply to the  Company;  (ii) no
commission or other  remuneration was paid for soliciting any prospective buyer;
(iii) the Company filed a completed SEC Form D with the Minnesota  Department of
Commerce  signed by a person duly  authorized  by the  issuer;  (iv) the Company
executed a Form U-2 consent to service of process in the state of Minnesota; (v)
the Forms were filed not later  than  fifteen  (15) days after the first sale of
the securities in Minnesota;  (vi) the Company paid an appropriate filing fee of
$50.00 to the Minnesota Department of Commerce.

                                        9

<PAGE>



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

     The facts relied upon to make the New Mexico  Exemption  available  include
the following:  (i) the Company filed a completed SEC Form D with the New Mexico
Securities Division;  (ii) the Company executed a Form U-2 consent to service of
process  in the state of New  Mexico;  (iii) the Forms were filed not later than
fifteen (15) days after the first sale of the securities in New Mexico; (iv) the
Company  provided  a copy of the  information  furnished  by the  Company to the
offerees,  which  constitutes  disclosure  adequate  to satisfy  the  anti-fraud
provisions of the act; and (v) the Company paid an appropriate filing fee.

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

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

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

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

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

     The  facts  to make  the  Rhode  Island  exemption  available  include  the
following: (i) the offer or sale was made in reliance on the exemptions provided
by Rule 505 or 506 of  Regulation  D of the  Act;  (ii) no  commission  or other
remuneration  was  paid or  given  directly  or  indirectly  to any  person  for
soliciting  or  selling  to any person in Rhode  Island  except to persons  duly
registered in Rhode

                                       10

<PAGE>



Island; (iii) a Form U-2 Uniform Consent to Service of Process, notice of filing
on Form D and a fee of $300 was given to the  Department of Business  Regulation
ten (10) days prior to any sale in reliance upon the exemption.

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

     The facts relied upon to make the Tennessee  Exemption  applicable  include
the  following:  (i) the Company filed a completed SEC Form D with the Tennessee
Division of Securities; (ii) the Form was filed not later than fifteen (15) days
after the first  sale;  (iii) the Company  provided  the  Tennessee  Division of
Securities a copy of the  information  furnished by the Company to the offerees,
(iv) the Company executed a Form U-2 consent to service of process;  and (v) the
Company paid an appropriate filing fee.

     The facts  relied upon to make the Texas  Exemption  available  include the
following:  (i) the Company  filed a  completed  SEC Form D with the Texas State
Securities Board; (ii) the form was filed not later than fifteen (15) days after
the first sale;  (iii) the Company provided the State Securities Board a copy of
the  information  furnished  by the  Company to the  offerees,  (iv) the Company
executed a Form U-2 consent to service of process;  and (v) the Company  paid an
appropriate filing fee to the State Securities Administrator.

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

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

     The facts relied upon to make the Washington  Exemption  available  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  fifteen  (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.

     The facts relied upon to make the Wisconsin Exemption available include the
following:  The  Company  filed a notice  consisting  of a  completed  Form D as
prescribed by Rule 503 of Regulation

                                       11

<PAGE>



D under the  Securities  Act of 1933.  This form was signed by the Company,  was
filed not later than fifteen (15) days after the first sale, and was accompanied
by an appropriate fee.

     The facts relied upon to make the Wyoming  Exemption include the following:
(i) the sale was to not more  that  fifteen  (15)  persons  within  twelve  (12)
months,  (ii) the issuer reasonably  believes that all the buyers are purchasing
for investment  purposes,  (iii) no commission or other remuneration is paid for
soliciting any prospective buyer in Wyoming,  (iv) the Company filed a completed
SEC Form D with the Wyoming  Secretary of State; (v) the Company executed a Form
U-2 consent to service of process in the state of Wyoming;  and (vi) the Company
paid an appropriate filing fee of $200.00.

     On May 3, 2001, the Company  incorporated  Wappyhead  Corp. in the state of
Florida to develop a synchronized  delivery of advertising  for a broad range of
application  genres  including short format games,  extended  format games,  SMS
messaging,  FunMail, MEPostering and more. It expects to accomplish delivery via
wireless  networks and the internet.  It would enable  content  distribution  to
cell/smart  phones,  PDAs and the world wide web. To date Wappyhead Corp. has no
operations.

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

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

                                       12

<PAGE>



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.

     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.

Batch-files - data base synchronization.

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

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

                                       13

<PAGE>



     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.

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, HiddenMind, Everypath, 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, Fusion One, @hand, Virtualtek, vVault, etc.

                                       14

<PAGE>



     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.

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.

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.



                                       15

<PAGE>



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

     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 , HandspringSmart  Phones:  Mitsubishi,  Ericsson,
Samsung, Nokia Communicator,  SonyHand-held  computers:  Hewlett Packard Two-way
pagers:  RIM,  SkytelAutomobile  applications:  Highway  MasterWireless  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).




                                       16

<PAGE>




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>

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>


Mobile-Data (M-Data)

     Mobile  commerce  or  m-commerce  is  anticipated  to be the next  business
revolution  in  the  wireless   industry.   Technology   fostering   easy-to-buy
environments  while  away from a home or office PC is  expected  to have a broad
appeal to the millions of users of Web-enabled handsets,  such as two-way pagers
with a Web browser,  Web-enabled  phones and assorted PDAs. While these wireless
handsets are currently being utilized to order consumer-type goods, e.g., books,
CDs, flowers,  m-commerce technology is also being utilized by corporate America
to buy goods and services for their organization's day-to-day business needs.

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

                                       17

<PAGE>



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

     Technological advances (such as digitalization,  data compression,  smaller
devices) and critical regulatory decisions (to license new spectrum for cellular
telephony and other new applications) have greatly increased the availability of
wireless  communications  while  reducing  costs.  The result has been  dramatic
growth in the market for cellular  telephones.  For example,  cellular telephone
subscriptions have increased from just over 2 million to more than 60 million in
the last 10 years.

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

Frost & Sullivan:

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

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

Gartner Group:

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

Cahners:

     By the end of 2002  virtually all wireless  phones will be pre-loaded  with
mini browsers and will be Internet enabled. Source: Cahners In-Sat Group, 1/2001

Red Herring:

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



                                       18

<PAGE>



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

Seizing The  M-Data Opportunity

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

Nine Opportunities That M-Data Delivers On:

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

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

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

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

     Mobile Back Office Support: Mobile professionals now have a tool to empower
themselves to get things  accomplished the way they prefer.  Instead of having a
back  office  support  person  distributing  brochures  or  letters,  the mobile
professional can handle the allocation themselves and

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improve response time and customer relationships.  This is especially true in an
after-hours setting when no back office person is available.

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

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

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

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

M-Data initiatives

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

     Change the paradigm for wireless  data  applications  to suit the needs and
expectations of the mobile user by developing an easy-to-use User Interface that
takes advantage of the capabilities of each device.

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

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

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

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<PAGE>



     Expect to see a number of initiatives in corporations mobilizing their most
commonly used  applications.  Some of these  applications will include ERP, CRM,
Accounting,  and Supply Chain Management. For example, consider the following: A
mobile sales professional carries only a mobile phone (no pager, no PDA, no PC).
While out of the  office,  a customer  would like to see what kind of  inventory
levels the sales  person's  company  has of a certain  product.  Basically,  the
mobile  phone acts as a remote  control  emulator  allowing the customer to view
actual inventory levels from his company's ERP application.

     With wireless data services,  the mobile professional can give accurate and
timely  information  to  their  customers,  review  current  data to make  quick
decisions,  and  stay  in  tune  with  corporate  affairs.  Alternatively,   the
professional would have to call the office to check the status of his request or
break out a laptop and hope to get a dial-up connection, which is time-consuming
and often not practical.

     By incorporating  certain push  technologies,  the professional on the road
could use an interface on the phone to locate the intranet site  containing  the
status of the order.  By viewing the parsed  list of  elements on the site,  the
executive  would set the trigger on the order status field  indicating  that any
change from "standard"  should cause a notification to be sent. The server agent
then would interrogate the selected Web content on the Web page continually.  If
there was no change to the order  status  field,  the agent  would  continue  to
monitor.  When  and if the  condition  was met,  the  phone  would  ring and the
salesperson  would be presented  with a text  message and a click-  through URL.
This would enable him or her to know immediately of any changes in the order.

     Scores of such alerts are likely to be set by  individual  mobile  users to
address a variety of circumstances,  including flight delays,  price reductions,
sale  notifications,  inventory  changes and updated job orders.  This will help
eliminate form factor and other inherent limitations of mobile phones that have,
to date, proved to be barriers to pervasive wireless data services use.

Educating the Enterprise to Go Mobile

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

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

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

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

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


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<PAGE>



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

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

Retrieval Dynamics Solutions for Mobility

     The Company's  products  currently consist of three (3) software  solutions
for mobile data technology.

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

DocLYNX[TM]Lite

     DocLYNX[TM]Lite is a hosted wireless application  targeting the real estate
professionals  namely agents,  brokers,  and appraisers.  DocLYNX[TM]  Liteis an
extremely easy to use and powerful  application  that allows  portable access to
the MLS database with their 2-way pagers, cell phones, or wireless PDA's.

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

     A  Compelling  example  of  developing  wireless   applications  with  this
technology  can include  using an e-mail  parser to retrieve  and view  database
information, files, or content stored on servers.

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<PAGE>



The parser can be used to do the  following  jobs  automatically:  processing of
order forms  received  via e-mail,  sending  replies to clients,  filling  order
databases,  sorting and  redirecting  e-mail  message flows,  compiling  mailing
lists,  maintaining  statistics  of any  kind,  and  saving  back-up  copies  of
important  messages.  This same  technology  can be developed for SMS which uses
both SMTP, the standard e-mail protocol and the newer SMPP.

     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]is  still in
development and will be a client  application that the user will install via CD-
ROM or download on their desktop, laptop or handheld computer.

Qxprint[TM]

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

     Store letters, agreement forms, contracts,  informational literature,  sell
sheets,  brochures, or any documents important to a business in a private folder
in the  Qxprint[TM]  database,  along with a  directory  of  contacts  including
existing and potential customers.

     Access your Qxprint[TM] virtual desktop from any Internet-enabled  wireless
device.

     Choose  documents  to be sent out and the  appropriate  contact to send the
document  to.  Edits  can  be  made  to  the  contact  directory  and  customize
letter-formatted documents by merging contact information.

     Choose  e-mail,  fax,  U.S.  Postal  Service  or Federal  Express  Priority
Overnight delivery.

     Receive confirmation of each transaction via e-mail.

     Qxprint[TM]  registration and the uploading of the documents for storage is
free. Users pay only for their transactions.

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


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<PAGE>



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

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

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

     The  NIMBLE  Platform  and the  RDC's  RAD3TM  (rapid  application  design,
development, and deployment) methodology can be used to create a wireless bridge
between  corporate  mobile  users  and   business-critical   and  time-sensitive
applications.  The  technology  can also be used to extend  existing  e-commerce
capabilities to business partners operating within a company's supply chain, and
target the benefits of these systems to a variety of non-PC mobile devices.  The
whole idea is to bring the customer  closer to the core business  process and in
doing so establish a comfort level that enhances the entire wireless transaction
experience.

     DocLYNX[TM]  Lite Retrieval  Dynamics  Corporation has developed a wireless
real estate application that incorporates both web-based transaction  processing
with e-mail parsing  technology.  This product,  DocLYNX[TM]  Liteworks with any
e-mail or SMS  enabled  device to provide  real-estate  professionals  real-time
access to the MLS  database.  Through a 2-way  pager or SMS phone,  the user can
e-mail an MLS search query to the DocLYNX.com e-mail server which will parse the
specific  information  back  to the  device  in the  form of an  e-mail  or text
message. In this particular application, RDC is the application service provider
combining a web-based  interface and e-mail parsing  technology for the wireless
device.  The  end-user,  in this  case a real  estate  agent,  would  visit  the
www.doclynx.com website and register for service.

     Because  DocLYNX[TM]  Lite is integrated with the Multiple  Listing Service
database,  the  registration  process  will  verify  that the user is an  actual
licensed agent or broker.  After registration,  the realtor is assigned a secure
user id and password to enter the protected area of the website. This includes a
general "Account Management" page where the user can change billing and personal

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<PAGE>



information;  a "Request  History" page that displays all requests made from the
mobile device to the server so the agent can alleviate the hassle of re-querying
the MLS database  when they are on their PC; and a "Manage  Request"  page which
allows the user to customize the output or content sent to their  device.  After
customizing their web interface,  the agent can then begin to use their wireless
devices from the field to access real-time MLS data.

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

DocLYNX7[TM]

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

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

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


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<PAGE>



     DocLYNX7[TM] has addressed this problem by providing many useful tools in a
single,  simple,  integrated interface:  email,  calendar,  scheduling,  picture
capture and retrieval, forms processing, document warehousing, collaboration and
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 DocLYNX7[TM] unique in the technology marketplace.

Features of DocLYNX7[TM]

     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.

     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 DocLYNX7TM users. Often, training is done at a remote location with little
or no follow-up on technique and application.

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<PAGE>



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 vertically  positioning  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.  DocLYNX[TM]  Lite for the real estate
professional,  having been  launched in October  2001, is in the early stages of
marketing.  DocLYNX7TM  , is still in  development  as a 3G  (third  generation)
software.  It will  provide  the  mobile  professional  a data  application  and
information  tool,  bundled with vertically  specific  functionality  offering a
complete  wireless  solutions  for their  business  needs.  The Company seeks to
maximize its  recurring  revenue  stream  initially by extending  its  eWASP[TM]
services  to a variety of  professional  vertical  markets  and custom  wireless
application  development.  Its objectives for its software  applications include
the following key elements:

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

     The  Company's  revenues to date are marginal and it is therefore  entirely
based upon its capital  raising  activities.  Future revenues are expected to be
based  upon   subscriptions,   and  transaction  fees  of  its  Qxprint[TM]  and
DocLYNX[TM] Lite products, custom wireless solutions, as well

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<PAGE>



as  additional  monies  received  as a result of sales of the  Company's  Common
Stock.  The  Company's  revenues  are  dependent on the volume of sales from its
products it provides.

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

Marketing and Distribution

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

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

     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 professionals.

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     The Company's  objective for the  horizontal  version of  Qxprint[TM] is to
achieve ten thousand  (10,000)  customers in 2002,  seventy  percent  (70%) from
internet marketing and thirty percent (30%) from basic marketing. A major effort
will be made for vertical  penetration into the areas including the distribution
of safety data sheets such as chemical  and  hazardous  materials.  Revenue from
Qxprint[TM]  vertical  solutions are based on  modification,  customization  and
licensing fees.

DocLYNX[TM]  Lite for the real  estate  professional  is target  marketed to MLS
(multi-listing services) and real estate professionals.

     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.

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<PAGE>



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

     Develop our customer base and strengthen the  DocLYNX[TM]  and  Qxprint[TM]
brands through enhanced sales and marketing  promotions:  The Company intends to
be aggressive in its marketing mix by promoting the  DocLYNX[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 continued  testing phase which should allow
management to collect and analyze customer feedback.  With this information,  it
hopes  to  formulate  a print  and  Internet  advertising  campaign  along  with
presentations  and  exhibits at trade shows to  generate  top of mind  awareness
targeted to the mobile professional.

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

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

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

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


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<PAGE>



     Following,  you will find a review of existing  strategic  partnerships and
alliances that have been developed over the past six (6) months. These provide a
critical  basis to growth  and  profitable  business  opportunities  in the near
future.

     Sprint PCS is the largest  wireless  network  carrier in the United  States
with close to 2 million  wireless  subscribers.  They also  represent one of the
largest  wired  telecommunications  companies  in the United  States.  Retrieval
Dynamics  Corporation  has  finalized  an  agreement  that places the  QxprintTM
application  on the Sprint PCS  wireless  devices and be included as a certified
application.   This  will  immediately  bring  access  to  a  targeted  wireless
population and potential  customer base. This application and relationship  will
also allow us more quick and direct access for other content  applications to be
delivered to Sprint PCS and their growing wireless customer base.

     idrive has developed the world's first software infrastructure platform for
network  storage  -  an  intelligent  file  management,   content  delivery  and
information management system for communications services. Idrive enables access
to files  from any PC or mobile  device,  offers  peer-  to-peer  file  sharing,
message  integration,  content  collection  and  management  tools,  application
development  through an open API,  and  Metadata  mining  and a  personalization
engine.  With a Letter of Intent  contract  in place,  they  bring to  Retrieval
Dynamics  Corporation   established   scalability  for  storage  and  integrated
applications.   Retrieval   Dynamics   Corporation   will   benefit   from  this
relationship,  as idrive has current working  relationships with NTT DOCOMO (the
largest    Japanese    wireless   network   company   and   the   company   that
telecommunications  companies  globally  are  trying to emulate  their  business
model).  This  relationship  to NTT DOCOMO will help us enter the tough Japanese
marketplace  and  target the 2  million-plus  customer  base.  Since NTT is also
connected with AT&T,  current  negotiations  are going on to implement  idrive's
storage solution that will include Retrieval Dynamics  Corporation's  QxprintTM.
Therefore,  this alliance should provide a significant customer base of nearly 3
million  potential  subscribers  to  QxprintTM.  iBackOffice  is a  provider  of
outsourced services to the mobile Internet market. Armed with several decades of
experience in the wireless,  outsourced customer  relationship  management (CRM)
and the offshore IT services industries, the company is positioned to become the
leading provider of technical support services for the mobile CRM segment.

     Arch  Wireless is a leading  provider of two-way  narrow band wireless data
solutions that provide the ability to stay connected to the information you need
from  virtually  anywhere  life takes you in the  United  States.  The  existing
nationwide  infrastructure  of  wireless  towers  makes Arch  Wireless  the best
connected of all network  carriers.  Their  innovative  services  span  wireless
e-mail  and  instant  text  messaging  to  mobile  Internet  access  and  custom
end-to-end enterprise solutions.  With an advanced network providing exceptional
coverage,  Arch Wireless  enables millions of people and thousands of businesses
to take full advantage of our increasingly wireless world. Arch Wireless has the
largest existing customer base at 13 million subscribers.  This potential market
represents  a  significant  potential  subscriber-base  for  Retrieval  Dynamics
Corporation  developed  niche  applications.  Arch works with their customers to
develop a two-way wireless data solutions that will make mobile  workforces more
efficient and accessible and their business more productive.  Retrieval Dynamics
Corporation currently has a Letter of Intent to develop a target application for
the Real Estate market. In so doing, Arch will have a new application to take to
their potential

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customer  base on a  nationwide  basis.  Their 7 thousand  sales  people will be
promoting this niche  application  nationwide,  thus allowing us to leverage our
wireless   applications.   This   partnership   will  lead  to  more  innovative
applications and a stronger  alliance with one of the nations biggest  messaging
companies.

     iBackOffice  is a provider of  outsourced  services to the mobile  Internet
market.  Armed with several  decades of experience  in the wireless,  outsourced
customer relationship  management (CRM) and the offshore IT services industries,
the company is  positioned to become the leading  provider of technical  support
services for the mobile CRM segment.  Teaming up with  iBackOffice  and having a
contract in place gives  Retrieval  Dynamics  Corporation the ability to provide
proven  reliable  24/7 customer  service.  This will be critical when building a
customer base then building credibility for new and existing applications.

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

     Clickshare  delivers  one-click,  one-registration,   one-bill  information
management  for  publishers  and users  Having  Retrieval  Dynamics'  innovative
document delivery service as part of their network increases Clickshare's appeal
to wireless  carriers  and mobile users who not only want to be able to purchase
information  easily,  but send it  easily  as well.  Until  the  agreement  with
Clickshare,  QxprintTM  subscribers paid for delivery services on a per-document
basis by registering  their credit card  information on the QxprintTM site or by
calling QxprintTM customer service. Now, in addition, subscribers may choose the
option of just using their Clickshare-enabled  account at a carrier or Web site,
applying the purchase to a credit card,  wireless or phone bill, bank account or
other credit or debit facility.  Subscribers receive one monthly bill from their
Clickshare  provider.  This agreement also offers wireless carriers a simple way
to integrate QxprintTM with their legacy billing systems.

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


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     PointBase provides database products on Java platforms. Their technology is
specifically designed for mobile computing  applications based upon the J2ME[TM]
and J2SE[TM] architectures providing a pure Java[TM],  small footprint <45k (for
the J2ME platform),  database.  Applications running on a wide range of Internet
appliances  and smart  devices  can now  persist  and  manipulate  data  using a
platform independent, standards-based relational database. PointBase, the leader
in application  database technology based on the Java[TM] Platform,  manages and
synchronizes  enterprise  data  beyond  the  firewall.  They  also  enable  Java
developers   to  create   multi-threaded   database   solutions   that  function
autonomously on server,  server  appliances,  mobile and occasionally  connected
devices.  The Company is currently in negotiations to finalize an agreement with
their database  applications will become an integral  component to the QxprintTM
platform for the enterprise.  This should enable QxprintTM to offer  information
accessed from a database to be accessed and  transmitted  to a specific  contact
from a wireless device. It should also allow for a  print-on-demand  copy of the
database  information  that is  controlled  through  QxprintTM  from a  wireless
device.   PointBase  also  brings  strategic  contact  for  Retrieval   Dynamics
Corporation, as their founder was one of the co-founders of Oracle. This will be
leveraged into strategic wireless development applications.

     RIM's  portfolio  of  award-winning  products  includes  the  family of RIM
Wireless  Handhelds[TM],  the BlackBerry[TM]  wireless email solution,  embedded
radio-modems and a suite of software  development  tools. RIM Wireless Handhelds
are revolutionary  communication devices that allow mobile professionals to send
and receive email wherever they go. All RIM handhelds  incorporate  breakthrough
wireless technology to deliver simple,  mobile email access.-based  company with
proven  technologies  and a history of  developing  breakthrough  wireless  data
solutions. At the core of RIM's products is leading-edge radio technology.  This
technology   has  been   incorporated   into  all  of  our  products   including
award-winning  RIM  Wireless  Handhelds  and   industry-leading   radio  modems.
Retrieval Dynamics  Corporation has signed a contract to become an ISV Solutions
Alliance  Program  partner.  This brings to Retrieval  Dynamics  Corporation co-
marketing  opportunities  and  Blackberry  certification.   This  will  lead  to
increased  customers,  as  Blackberry  users are a  targeted  wireless  audience
representing early adopters of wireless and technology.  RIM will pull Retrieval
Dynamics  Corporation  into  many new niche  markets,  as they are  looking  for
content providers and once certified Retrieval Dynamics Corporation will receive
referrals to wireless application development opportunities.

     Motorola  is one of the  largest  device  and  system  providers  globally,
competing  primarily with Nokia, and Ericsson.  Motorola is also a global leader
in  providing  integrated   communications  solutions  and  embedded  electronic
solutions. These include:  Software-enhanced  wireless telephone,  two-way radio
and messaging  products and systems,  as well as networking and  Internet-access
products,  for consumers,  network  operators,  and  commercial,  government and
industrial customers. End-to-end systems for the delivery of interactive digital
video,  voice and high-speed  data solutions for broadband  operators.  Embedded
semiconductor   solutions  for  customers  in  the   networking  and  computing,
transportation,  wireless  communications and digital  consumer/home  networking
markets. Embedded electronic systems for automotive, industrial, transportation,
navigation,   communication  and  energy  systems  markets.  Retrieval  Dynamics
Corporation has earned Motorola  certification for the QxprintTM  application as
well as signing the Motorola contract to allow Motorola

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to demonstrate  their devices  Retrieval  Dynamics  products and technology.  In
addition,  negotiations are in process to become a certified development partner
for  Motorola's  enterprise  application  group.  This  will  provide  sales and
development  opportunities  to  expand  the  out-reach  of  in-house  sales  and
marketing.  This also provides an entry into testing  facilities for application
feasibility and robust capability.

     An agreement is being  finalized  with Armando A. Mann of AldeaX Group,  to
act as the exclusive agent of Retrieval  Dynamics  Corporation for Argentina and
Uruguay.  He was the past  president  of the South  American  Telecommunications
Association,  which represents 52 different  network  carriers.  Mr. Mann brings
with him many  years of  telecommunications  experience  and also  offers a head
start for Retrieval  Dynamics  Corporation  entering the Latin  American  market
place.  Again,  wireless  acceptance is more rapid in Asia,  Latin America,  and
Europe then in the USA. We expect other  opportunities  within Latin  America to
come from this relationship.

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

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

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

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



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

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

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

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

     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 released January 19, 2001.
               Version 1.5 released June 27, 2001.

DocLYNX7[TM]:  Version 1.0 released October 23, 2001.

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

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<PAGE>



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.

Qxprint:

     As of this date, there are few companies that offer a competive offering to
Qxprint. These include: vVault, Onset Technologies,  MyDocsOnline, and Veratium.
Qxprint is the only service that is transaction  based and offers wireless print
fulfillment services from U.S. Mail and FedEx.

Doclynx Lite:

     As of October  2001,  there are a number of  competitive  offerings  to the
DocLYNX Lite solution for the real estate professional,  but none offer the same
degree of simplicity and functionality.  These companies include:  Top Producer,
PocketRealestate.com,  Wireless Wisdom, and  Homestore.com.  Their solutions are
tailored to a specific device or aren't a real-time wireless solution.

     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.

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.

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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],
NIMBLE[TM],  Wappyhead[TM]  and "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.  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

                                       37

<PAGE>



arguing  that the  access  rates are  substantially  in excess of cost and local
telephone  companies  arguing that access  rates are needed to  subsidize  lower
local rates for end user and other  purposes.  The FCC currently is  considering
whether  subscriber calls to Internet service  providers should be classified as
"local" or  "interstate"  calls.  Although the FCC to date has  determined  that
Internet  service  providers  should not be  required to pay  interstate  access
charges to local telephone  companies,  this decision may be reconsidered in the
future if the FCC finds these calls to be "interstate."  The Company's costs for
doing  business  would  increase if the Company were required to pay  interstate
access charges.

State

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

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

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

     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.


                                       38

<PAGE>



     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.

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

Cost of Software Development

     For  fiscal  year  2001,  the  Company  expended   $3,069,552  on  software
development  efforts.  At the current time,  none of the costs  associates  with
software  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.


                                       39

<PAGE>



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, 2001, the Company employed thirteen (13) persons.  None of
these  employees  are  represented  by a labor union for purposes of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
product rollout to accommodate fulfillment needs.

     During the  current  fiscal  year,  the  Company  issued a total of 374,375
shares to twenty-one (21) individuals for services rendered to the Company.  For
such offering, the Company relied upon the 506 Exemption and Section 517.061(11)
of the Florida  Code.  No state  exemption was necessary for the person who is a
resident of Hong Kong. See 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 2001 fiscal year ended September 30, 2001, covered by this report.



                                       40

<PAGE>



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

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

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

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

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

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

     As of September 30, 2001,  there were two hundred  twenty-one (221) holders
of record of the Company's common stock.



                                       41

<PAGE>



     As of September 30, 2001, the Company had  13,361,666  shares of its common
stock issued and  outstanding,  all of which were restricted Rule 144 shares and
none of which were free-trading.  Of the Rule 144 shares,  3,135,000 shares have
been held by affiliates of the Company for more than one (1) year.

Dividend Policy

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

Item 6. Management's Discussion and Analysis

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

     The  Company  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, 2001, the Company  generated no revenues.  Since inception
of Retrieval  (September  8, 1999) through  September 30, 2001,  the Company has
generated  cumulative  losses  of  approximately   $4,477,118,   which  includes
amortization  of product  development  costs of $519,931.  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.

                                       42

<PAGE>



Results of Operations - For the Year Ended  September 30, 2001 and September 30,
2000

Revenues

     Revenues for the fiscal years ended  September  30, 2001 and  September 30,
2000 were $0. The company,  despite the expansion of its  infrastructure,  still
remains a development stage corporation.

Operating Costs and Startup Expenses

     Operating costs and startup  expenses for the year ended September 30, 2001
were $3,360,764  compared to $929,505 for September 30, 2000.  Interest  expense
for the year ended  September  30, 2001 was  $158,405 and $0 for  September  30,
2000.  Net loss was  $3,512,013  and  $929,505,  respectively.  Net Loss for the
fiscal  year ended  September  30, 2001  includes  the  amortization  of product
research and development costs of $519,931.

Assets and Liabilities

     At fiscal year end  September 30, 2001 assets were  $2,984,168  compared to
$40,868 for the fiscal year end September 30, 2000.  Assets consisted  primarily
of Property and  Equipment  and Software  Costs.  Liabilities  were  $863,844 at
fiscal  year end  September  30, 2001  compared to $801,092  for the fiscal year
ended  September  30,  2000.   Liabilities  consisted  of  accounts  payable  to
shareholders and notes payable.

Stockholders' Deficit

     Stockholders'  equity was $2,120,324 as of September 30, 2001 compared to a
deficit ($804,224) as of September 30, 2000.

Financial Condition, Liquidity and Capital Resources

     At September 30, 2001 the Company had cash and cash  equivalents  of $1,192
as compared to to $1,409 for the period ended September 30, 2000.

     In July 2001 the Company  executed  two (2)  convertible  notes in favor of
Robert and Nancy Zivitz, joint tenants, in the principal amounts of $100,000 and
$50,000.  The notes bear interest at a rate of ten percent (10%) per annum.  The
notes mature on September 30, 2001.  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 restricted common
stock at a price equal to fifty cents  ($0.50) per share,  or (iii) request that
the Company  convert a fixed amount of the principal and interest due to lender,
into the Company's  restricted  common stock. To date, no election has been made
by the  lenders.  On  September  30,  2001,  Robert and Nancy  Zivitz  issued an
extension of the maturity date of the  principle and interest,  on each note, to
December 31, 2001. The notes and accrued interest remain  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".


                                       43

<PAGE>



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.





                                       44

<PAGE>







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

                        Consolidated Financial Statements

                     Years Ended September 30, 2001 and 2000
                and Period September 8, 1999 (Date of Inception)
                           through September 30, 2001








                                    Contents


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

Consolidated Financial Statements:

    Consolidated Balance Sheet...............................................F-3
    Consolidated Statements of Operations....................................F-4
    Consolidated Statements of Changes in Stockholders' Equity...............F-5
    Consolidated Statements of Cash Flows....................................F-7
    Notes to Consolidated Financial Statements...............................F-9







<PAGE>



                          Independent Auditors' Report





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


We  have   audited  the   accompanying   consolidated   balance   sheet  of  RDC
International,  Inc. and  Subsidiaries  (a development  stage  enterprise) as of
September  30,  2001 and the  related  consolidated  statements  of  operations,
changes in  stockholders'  equity,  and cash flows for the years ended September
30, 2001 and 2000 and the period  September 8, 1999 (date of inception)  through
September  30,  2001.   These   consolidated   financial   statements   are  the
responsibility  of the management of RDC  International,  Inc. and Subsidiaries.
Our  responsibility  is to express an  opinion on these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  These  standards  require  that we plan and
perform the 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.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going  concern.  As more fully  described in
Note 2, the Company has incurred  operating losses of  approximately  $4,500,000
since inception and has negative working capital of approximately $858,000 as of
September 30, 2001.  These factors raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plans  regarding  those
matters are also described in Note 2. The consolidated  financial  statements do
not include any adjustments relating to the recoverability and classification of
liabilities  that might be necessary in the event the Company cannot continue in
existence.


<PAGE>





In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of RDC International,
Inc. and Subsidiaries (a development  stage enterprise) as of September 30, 2001
and the  results  of its  operations  and its cash  flows  for the  years  ended
September 30, 2001 and 2000 and the period September 8, 1999 (date of inception)
through  September 30, 2001 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
October 30, 2001, except for Note 2,
as to which the date is December 7, 2001




<PAGE>

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

                           Consolidated Balance Sheet

                               September 30, 2001


<S>                                                                    <C>
Assets
Current assets:
    Cash                                                               $        1,192
    Employee advances                                                           2,200
    Prepaid expenses and deposits                                               2,950
                                                                       --------------
Total current assets                                                            6,342
                                                                       --------------

Property and equipment, net of accumulated depreciation                       362,183
                                                                       --------------

Other assets:
    Software, net of accumulated amortization                               2,599,627
    Other                                                                      16,016
                                                                       --------------
Total other assets                                                          2,615,643
                                                                       --------------
                                                                       $    2,984,168
                                                                       ==============

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, trade                                            $      211,432
    Accounts payable, stockholders                                            266,668
    Notes payable                                                             153,000
    Accrued expenses                                                          232,744
                                                                       --------------
Total current liabilities                                                     863,844
                                                                       --------------

Stockholders' equity:
    Preferred stock; no par value; 10,000,000 shares
        authorized; zero shares issued and outstanding
    Common stock; $.0001 par value; 50,000,000
        shares authorized; 13,361,666 shares issued and
        outstanding                                                             1,336
    Additional paid-in capital                                              6,758,293
    Deferred offering costs                                                  (162,187)
    Deficit accumulated during development stage                           (4,477,118)
                                                                       --------------
Total stockholders' equity                                                  2,120,324
                                                                       --------------
                                                                       $    2,984,168
                                                                       ==============
</TABLE>






The accompanying notes are an integral part
of the consolidated financial statements.                                    F-3


<PAGE>


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

                      Consolidated Statements of Operations




                                                                                        Period September 8, 1999
                                                                 Year Ended                (Date of Inception)
                                                               September 30,                    through
                                                      --------------------------------        September 30,
                                                           2001               2000                   2001
                                                      -----------------------------------------------------------
<S>                                                   <C>                 <C>                <C>
Operating costs and start-up expenses                 $     3,360,764     $    929,505       $    4,325,869
                                                      ===========================================================

Net loss from operations                              $    (3,360,764)    $   (929,505)      $   (4,325,869)

Other income                                                    7,156                                 7,156

Interest expense                                             (158,405)                             (158,405)
                                                      -----------------------------------------------------------

Net loss                                              $    (3,512,013)    $   (929,505)      $   (4,477,118)
                                                      ===========================================================

Net loss per share                                          $(.30)           $(.14)               $(.49)
                                                      ===========================================================

Weighted average number of
    common shares                                          11,889,903        6,555,945            9,139,621
                                                      ===========================================================
</TABLE>












The accompanying notes are an integral part
of the consolidated financial statements.                                    F-4


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 1999


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





<PAGE>






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

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

                                                                         12

                                                                     15,000

                                                                    100,000

                                                                      5,000

                                               (100,000)

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

                           (189,080)
</TABLE>


The accompanying notes are an integral part
of the consolidated financial statements.                                    F-5

<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 1999

                                                                           Common Stock                  Additional
                                                                --------------------------------         Paid-In
                                                                     Shares          Amount              Capital
                                                                ---------------------------------------------------
<S>                                                               <C>                <C>               <C>
Collection of stock subscription, November 2000
Issuance of common stock and warrants at $1 per
    share for cash, November 2000                                   3,347,170                334          3,346,835
Issuance of common stock at $1 per share for
    services, November 2000                                            50,000                  4             49,996
Issuance of common stock at $.50 per share for
    convertible debt, November 2000                                    38,206                  4             19,099
Redemption of convertible debt and reversal
    of intrinsic value of beneficial conversion
    feature, November 2000                                                                                  (30,750)
Offering costs, November 2000
Issuance of common stock and warrants at $1
    per share for cash, January 2001                                1,176,425                118          1,176,307
Issuance of common stock and warrants at $1
    per share for cash, February 2001                               1,176,425                118          1,176,307
Issuance of common stock at $1 per share for
    subscriptions, March 2001                                         219,985                 22            219,963
Collection of stock subscriptions, March 2001
Amortization of offering costs, March 2001                                                                 (124,564)
Collection of stock subscriptions, June 2001
Intrinsic value of beneficial conversion feature on
    convertible debt, July 2001                                                                             113,113
Issuance of detachable warrants in connection with
    convertible debt, July 2001                                                                              36,887
Issuance of common stock at $1 per share as part
    of offering costs, August 2001                                    324,375                 32            324,343
Collection of stock subscription, September 2001
Deferred offering costs expensed, September 2001
Net loss for the year
                                                                ---------------------------------------------------
Balance, September 30, 2001                                        13,361,666        $     1,336       $  6,758,293
                                                                ===================================================
</TABLE>



<PAGE>



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

                                                                  3,347,169

                                                                     50,000

                                                                     19,103


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

                                                                  1,176,425

                                                                  1,176,425

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

                                                                    113,113

                                                                     36,887

                                               (324,375)
                             19,985                                  19,985
                                                201,524             201,524
     (3,512,013)                                                 (3,512,013)
---------------------------------------------------------------------------
$    (4,477,118)        $         0        $   (162,187)      $   2,120,324
===========================================================================
</TABLE>





The accompanying notes are an integral part
of the consolidated financial statements.                                    F-6


<PAGE>


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

                      Consolidated Statements of Cash Flows


                                                                                                 Period September 8, 1999
                                                                      Year Ended                    (Date of Inception)
                                                                      September 30,                     through
                                                            --------------------------------        September 30,
                                                                 2001               2000                   2001
                                                            -----------------------------------------------------------
<S>                                                           <C>               <C>               <C>
Operating activities
    Net loss                                                  $  (3,512,013)    $ (929,505)       $  (4,477,118)
                                                              -----------------------------------------------------
    Adjustments to reconcile net loss to net cash used
        by operating activities:
           Note issued in satisfaction of services                                  30,750
           Stock transactions for services                                          (3,988)
           Depreciation                                             117,494                             117,494
           Amortization of software                                 519,931                             519,931
           Amortization of discounts on notes payable               150,000                             150,000
           Write-off of deferred offering costs                     201,524                             201,524
           Increase in employee receivables                          (2,200)                             (2,200)
           Decrease (increase) in prepaids and other assets           2,384        (21,350)             (18,966)
           (Decrease) increase in accounts payable and
               accrued expenses                                     (40,065)       722,492              748,778
                                                              -----------------------------------------------------
    Total adjustments                                               949,068        727,904            1,716,561
                                                              -----------------------------------------------------
    Net cash used by operating activities                        (2,562,945)      (201,601)          (2,760,557)
                                                              -----------------------------------------------------

Investing activities
    Acquisition of equipment                                       (446,752)       (16,490)            (463,242)
    Development of software                                      (3,069,552)                         (3,069,552)
                                                              -----------------------------------------------------
    Net cash used by investing activities                        (3,516,304)       (16,490)          (3,532,794)
                                                              -----------------------------------------------------

Financing activities
    Issuance of stock subscription                                                  (1,500)
    Collection of stock subscription                                410,565                             415,065
    Proceeds from issuance of notes payable                         153,000         91,000              244,000
    Payments on notes payable                                      (120,647)                           (120,647)
    Proceeds from issuance of common stock                        5,700,014        130,000            5,820,025
    Deferred offering costs                                         (63,900)                            (63,900)
                                                              -----------------------------------------------------
    Net cash provided by financing activities                     6,079,032        219,500            6,294,543
                                                              -----------------------------------------------------

Net (decrease) increase in cash                                        (217)         1,409                1,192

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

Cash at end of year/period                                    $       1,192     $    1,409        $       1,192
                                                              =====================================================

Supplemental disclosures of cash flow information and
     noncash investing and financing activities:
        Cash paid during the period for interest              $      10,291     $        0        $      10,291
                                                              =====================================================
</TABLE>

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

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


The accompanying notes are an integral part
of the consolidated financial statements.                                    F-7


<PAGE>


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

                      Consolidated Statements of Cash Flows



Supplemental disclosures of cash flow information (continued):

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

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

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

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

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

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









The accompanying notes are an integral part
of the consolidated financial statements.                                    F-8

<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



1.      Background Information and Business Combination

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

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

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

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





                                                                             F-9


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



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,
                                                                  1999 (Date of
                                           Year Ended          Inception) through
                                          September 30,           September 30,
                                                 2000                    2001
                                          ------------------------------------------
<S>                                        <C>                   <C>
Operating costs and start-up expenses      $   (940,505)         $  (4,488,118)
                                          ==========================================
Loss per share                                 $(.14)                 $(.49)
                                          ==========================================
</TABLE>

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


2.   Going Concern and Subsequent Event

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate  continuation of the Company as a going concern. The
Company incurred  operating losses of approximately $4.5 million since inception
and has negative working capital of  approximately  $858,000 as of September 30,
2001.  These factors  raise  substantial  doubt about the  Company's  ability to
continue as a going concern.

The Company raised  approximately  $1.5 million by means of a private  placement
offering  subsequent to year-end.  This offering  consisted of 2,000,000  shares
with each share valued at $1.00.  Investors purchasing 100,000 to 300,000 shares
will be issued  warrants to purchase  25 percent of the shares  purchased  at an
exercise price of $1.50.  Investors  purchasing more than 300,000 shares will be
issued warrants to purchase an additional 50 percent of the shares  purchased at
an exercise price of $1.50.  Subsequent to year-end,  200,000 warrants have been
issued.  The Board of  Directors  has  authorized  management  to increase  this
private placement  offering by $3.0 million to a total of $5.0 million,  if they
see fit to do so. Management presently believes that the $1.5 million raised and
sales  from  operations  will be  adequate  to fund  operations  for the next 12
months, although no assurance can be given regarding these matters.

                                                                            F-10


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



3.      Significant Accounting Policies

The significant accounting policies followed are:

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

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

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

The Company accounts for software development costs in accordance with Statement
of Financial  Accounting  Standards  No. 86 (SFAS No. 86),  "Accounting  for the
Costs of Computer  Software  to be Sold,  Leased,  or  Otherwise  Marketed."  On
October 1, 2000,  the Company met  technological  feasibility as defined by SFAS
No. 86 and began to capitalize  software costs.  Per SFAS No. 86, costs shall be
capitalized until the product is available for general release to customers. The
Company's  software was released and  available  for sale on April 1, 2001.  The
Company  capitalized  costs of $3,119,558.  Annual  amortization  of these costs
shall be the greater of the amount  computed  using the ratio that current gross
revenues of the product  bear to total  current and  estimated  revenues for the
product or the straight-line  method over the remaining  estimated economic life
of the product. For the year ended September 30, 2001, costs were




                                                                            F-11


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



3.   Significant Accounting Policies (continued)

amortized using the straight-line method over the remaining economic life of the
product,  which  is  three  years.  Amortization  expense  for the  years  ended
September 30, 2001 and 2000 and the period September 8, 1999 (date of inception)
through September 30, 2001 amounted to $519,931; $0; and $519,931, respectively.

The Company follows  Statement of Financial  Accounting  Standards Board No. 121
(SFAS No. 121),  "Accounting  for the  Impairment of  Long-Lived  Assets and for
Long-Lived  Assets to be Disposed  Of." SFAS No. 121  requires  that  long-lived
assets and certain identifiable  intangibles to be held and used by an entity be
reviewed for  impairment  whenever  events or  circumstances  indicate  that the
carrying amount of these assets may not be recoverable. In performing the review
of recoverability, the Company estimates the future undiscounted cash flows that
are  expected  to  result  from  the  use  of  the  assets  and  their  eventual
disposition.  Because  events  and  circumstances  frequently  do not  occur  as
expected,  there will usually be  differences  between the  estimated and actual
future  undiscounted  cash flows, and these  differences may be material.  If an
asset is  determined  to be  impaired,  the  Company  recognizes  a loss for the
difference between the carrying amount and the fair value of the asset. The fair
value of the asset is measured  using quoted market prices or, in the absence of
quoted market prices, fair value is based on an estimate of discounted cash flow
analysis.  During  the  periods  presented,  the  Company  determined  that  its
long-lived assets were not impaired.

Deferred tax assets and liabilities are recognized for the estimated  future tax
consequences  attributable  to differences  between the  consolidated  financial
statements  carrying  amounts  of  existing  assets  and  liabilities  and their
respective  income tax 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.








                                                                            F-12


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



3.   Significant Accounting Policies (continued)

Advertising costs (except for costs associated with direct-response advertising)
are  charged  to  operations  when  incurred.   The  costs  for  direct-response
advertising  are  capitalized  and amortized over the period during which future
benefits are expected to be  received.  Advertising  expense for the years ended
September 30, 2001 and 2000 and the period September 8, 1999 (date of inception)
through  September  30,  2001  amounted  to  $24,717;   $69,257;   and  $93,974,
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 years ended  September 30, 2001 and 2000 and the period
September 8, 1999 (date of inception) through September 30, 2001 amounted to $0,
$199,908, and $199,008, respectively.

In connection with the Company's private placements, offering costs are deferred
and offset  against the  proceeds of the offering or expensed if the offering is
unsuccessful. Offering costs expensed for the years ended September 30, 2001 and
2000, and the period September 8, 1999 (date of inception) through September 30,
2001 amounted to $201,524, $0, and $201,024, respectively.

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

Loss per share 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 and warrants  that were not  included in  computing  diluted loss per share
because their effects are anti-dilutive.

Carrying amounts of certain of the Company's  financial  instruments,  including
cash and other  accrued  liabilities,  approximate  fair value  because of their
short maturities.

The  Financial  Accounting  Standards  Board issued  Statement No. 123 (FASB No.
123),  "Accounting  for  Stock-Based  Compensation,"  effective for fiscal years
beginning  after December 15, 1995.  FASB No. 123 provides that expense equal to
the fair value of all stock-based  awards on the date of the grant be recognized
over


                                                                            F-13


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



3.   Significant Accounting Policies (continued)

the vesting period. Alternatively, this statement allows entities to continue to
apply the provisions of Accounting  Principles Board Opinion No. 25, "Accounting
for Stock  Issued to  Employees"  (APB  Opinion  No. 25),  whereby  compensation
expense is recorded on the date the  options are granted to  employees  equal to
the excess of the market price of the underlying  stock over the exercise price.
The Company has elected to continue to apply the  provisions  of APB Opinion No.
25 and provide pro forma disclosure of the provisions of FASB No. 123.

In July 2001, FASB issued Statement No. 142 (FASB No. 142),  "Goodwill and Other
Intangible  Assets."  Under its  provisions,  all  goodwill  and  certain  other
intangible  assets will no longer be routinely  amortized  using a straight-line
basis  over  the  estimated  useful  life.  Instead,  they  will be  subject  to
assessments  for impairment by applying a fair value based test. FASB No. 142 is
required to be applied for fiscal years  beginning  after December 15, 2001. The
Company  has not  determined  the impact  that this  statement  will have on its
consolidated financial statements.

In October 2001, the Financial  Accounting  Standards Board issued Statement No.
144 (FASB No. 144),  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets." FASB No. 144 addresses the financial  accounting  and reporting for the
impairment of long-lived assets, excluding goodwill and intangible assets, to be
held and used or disposed  of. FASB No. 144 is required to be applied for fiscal
years beginning  after December 15, 2001. The Company is assessing,  but has not
yet  determined,  how the  adoption  of FASB No. 144 will  impact the  Company's
financial position and results of operations.


4.   Property and Equipment

Property and equipment at September 30, 2001 consist of:

<TABLE>
<S>                                      <C>
Leasehold improvements                   $    29,888
Equipment                                    372,647
Furniture and fixtures                        77,142
                                         -----------
                                             479,677
Less accumulated depreciation                117,494
                                         -----------
                                         $   362,183
                                         ===========
</TABLE>


                                                                            F-14


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



5.      Notes Payable

Notes payable at September 30, 2001 consist of:

<TABLE>
<S>                                                                             <C>
Convertible notes payable; interest at 10.0%; payable at maturity; due
     December  2001;  unsecured  (the note  holder  has the  option to
     convert  all or a portion of the note and accrued  interest  into
     common stock at a rate of $.50 per share)                                  $    150,000
Note payable; interest at 9.0%; payable at maturity; due December 2001;
     unsecured                                                                         3,000
                                                                                ------------
                                                                                $    153,000
                                                                                ============
</TABLE>

The  Company  incurred a debt  discount in the amount of $150,000 as a result of
the intrinsic  value of the  beneficial  conversion  feature and the  detachable
warrants  described in Note 6 of the above  convertible  notes. The discount was
amortized over the life of the notes,  which was originally three months.  As of
September 30, 2001, the debt discount is fully amortized.


6.   Warrants

In connection with the issuance of $150,000 of convertible  debt as described in
Note 5, $36,887 of the proceeds  have been  allocated  to the  detachable  stock
warrants.  Upon surrender of warrants, the holder is entitled to purchase 50,000
shares of the Company's  common stock for $.25 per share. The warrants expire on
December 31, 2003.

At  September  30,  2001,  the  Company  had  outstanding  warrants  to purchase
1,863,125  shares of the Company's  common stock at prices  ranging from $.25 to
$1.50 per share.  The  warrants  became  exercisable  during  2001 and expire on
various dates through 2003.











                                                                            F-15


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



7.      Commitments and Contingencies

The Company has entered into an agreement with an investment broker. The Company
will pay the broker 20 percent of the amount  raised.  If the broker raises $5.0
million or greater in a 90-day period expiring  December 15, 2001, the broker is
due a one percent bonus of all funds raised.  The agreement may be terminated at
any time with 30 days written notification.

The Company also entered into  employment  agreements  with two of its officers.
Under the terms of these  agreements,  the  Company  is  obligated  to pay these
individuals  an  aggregate  amount of $320,000 per year.  If these  individuals'
positions  are  eliminated,  the  Company  must pay them an amount  equal to six
months salary.

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

         Year Ending
        September 30,
        =============
             2002                $152,724
             2003                $164,164
             2004                $171,028
             2005                $177,892
             2006                 $14,892


Rent  expense  amounted to $119,396;  $21,596;  and $140,992 for the years ended
September 30, 2001 and 2000 and the period September 8, 1999 (date of inception)
through September 30, 2001, respectively.


8.      Related Party Transactions

During  the year  ended  September  30,  2001,  various  stockholders  performed
services  and  advanced  funds  to  the  Company.   Included  in  the  Company's
consolidated  financial  statements  is $266,668 owed to these  stockholders  at
September 30, 2001. This amount is unsecured and is non-interest bearing.





                                                                            F-16


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2001 and 2000 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2001



8.   Related Party Transactions (continued)

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


9.   Income Taxes

Temporary differences giving rise to the deferred tax asset consist primarily of
loss  carryforwards  of approximately  $4,530,000,  which may be applied against
future  taxable  income,   approximately   $15,000  of  net  start-up   expenses
amortizable  for tax purposes  over five years,  and  approximately  $208,000 of
software  amortization to be deducted in future years.  These  differences  give
rise to deferred tax assets at September 30, 2001 of  approximately  $1,600,000.
The Company has provided a full valuation allowance related to the realizability
of the deferred tax asset. The valuation allowance is based on evidence that the
deferred  tax asset  will  more  likely  than not be  realized.  Such  valuation
allowance may be increased or decreased in the future based on the likelihood of
achieving future taxable earnings.

The loss carryforward expires beginning in September 2019.


10.  Subsequent Event

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










                                                                            F-17



<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.

<TABLE>
<CAPTION>
Name                    Age                   Position(s) with Company
---------------         -----            ---------------------------------------
<S>                     <C>              <C>
John Harkola            49               Chairman, Chief Executive Officer

Anthony Cella           56               Chief Financial Officer, Vice-Chairman

Clifford Tager          43               Secretary, Director

Ben Dickens             49               Director

Donald Mintmire         57               Director

Alan Reiter             49               Director

Brad Vossler            45               Director
</TABLE>


     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.



                                       45

<PAGE>



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.

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

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

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

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.



                                       46

<PAGE>



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

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

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

Item 10.          Executive Compensation

<TABLE>
<CAPTION>
Name and               Year     Annual         Annual      Annual       LT            LT            LTIP         All Other
Post                            Comp           Comp        Comp         Comp         Comp           Payouts      (1)
                                Salary         Bonus       Other        Rest         Options
                                   (1)         ($)                      Stock
=================== = ======== ============== =========== ============ ============ ============== ============ =============
<S>                   <C>      <C>                                     <C>                                      <C>
John Harkola,         1999     $9,200
Chairman,
and CEO               2000     $110,000                                                                         $26,992
                                                                                                                (relocation)
                      2001     $160,000                                $12,000                                  $849
                                                                       (2)                                      (expenses)

Anthony               1999     $0
Cella, Vice-
Chairman and          2000     $80,000                                                                          $6,909
Director                                                                                                        (expenses)
                      2001     $160,000                                $12,000                                  $585
                                                                       (2)                                      (expenses)

Clifford              1999     $0
Tager,
Secretary and         2000     $0                                                                               $51,750
Director                                                                                                        (legal fees)
                      2001     $0
</TABLE>


                                       47

<PAGE>



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

                      2001     $0                                                                               $2,700
                                                                                                                (expenses)

Donald F.             1999     $0
Mintmire,
Director              2000     $0
                                                                                                                $36,000
                      2001     $0                                                                               (legal fees)

Alan Reiter,          1999     $0
Director
                      2000     $0

                      2001     $0                                                                               $40,692(3)
                                                                                                                (consulting)

Brad Vossler,         1999     $0
Director
                      2000     $0

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

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

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

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

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

Compensation of Directors

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


                                       48

<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth  information  as of  September  30,  2001,
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)                  Common           800,000              6.0%

Anthony Cella(1)                 Common           185,000              1.4%

Clifford Tager(1)                Common            30,000              0.2%

Benjamin Dickens(1)              Common                 0                0%

Donald F. Mintmire(1)            Common                 0                0%

Alan Reiter(1)                   Common            40,000              0.3%

Brad Vossler(1)                  Common           600,000              4.5%

All Executive Officers and       Common         1,655,000             12.4%
Directors as a Group
(Seven (1) persons)

Peter Voghel(1)                  Common         1,480,000             11.1%
-------------------
</TABLE>

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

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

Item 12. Certain Relationships and Related Transactions

     In 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

                                       49

<PAGE>



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 not to convert  principal or
interest to shares of the  Company's  restricted  common stock The principal and
interest have been paid in full. 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.

     In July 2001 the Company  executed  two (2)  convertible  notes in favor of
Robert and Nancy Zivitz, joint tenants, in the principal amounts of $100,000 and
$50,000.  The notes bear interest at a rate of ten percent (10%) per annum.  The
notes mature on September 30, 2001.  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 restricted common
stock at a price equal to fifty cents  ($0.50) per share,  or (iii) request that
the Company  convert a fixed amount of the principal and interest due to lender,
into the Company's  restricted  common stock. To date, no election has been made
by the  lenders.  On  September  30,  2001,  Robert and Nancy  Zivitz  issued an
extension of the maturity date of the  principle and interest,  on each note, to
December 31, 2001. The notes and accrued interest remain  outstanding.  For such
offering,  the Company relied upon the 506 Exemption and Section  517.061(11) of
the Florida Code.

     During the  current  fiscal  year,  the  Company  issued a total of 374,375
shares to twenty-one (21) individuals for services rendered to the Company.  For
such offering, the Company relied upon the 506 Exemption and Section 517.061(11)
of the Florida  Code.  No state  exemption was necessary for the person who is a
resident of Hong Kong.

     Between  September  2000  and the date of this  filing,  the  Company  sold
6,229,085 shares and issued warrants to purchase an additional  1,813,125 shares
at an  exercise  price of  $1.50,  which  warrants  have an  expiration  date of
December 31, 2003 to 158 shareholders for a total of $6,229,085.  As of the date
of this filing,  an additional  1,782,981  shares have been  subscribed for, but
remain  unissued.  Warrants to purchase an additional  455,000  shares have also
been subscribed  for, but have not yet been issued.  The warrants carry the same
terms as those herein described. The Company has received $1,500,000 pursuant to
these new  subscriptions.  For such  offering,  the Company  relied upon the 506
Exemption,  Section 8-6-11 of the Alabama Code, Section R14-4-126 of the Arizona
Code,  Section  23-42-509.  (c)(1) of the Arkansas Code,  Section 25102.1 of the
California  Code,  Section   36b-31-21b-9b  of  the  Connecticut  Code,  Section
517.061(11)  of the Florida  Code,  Section  10-5-  9(13) of the  Georgia  Code,
Section  130.293 of the Illinois  Code,  Reg. 710 IAC1-13-6 of the Indiana Code,
Section 17-1270a of the Kansas Code,  Section Sec. 292.327 of the Kentucky Code,
Section  11.602 of the Maryland  Code,  Section  402(b)(9) of the  Massachusetts
Code, Section 80 A.15 Subd. 2(h) of the Minnesota Code, Section 49:3-50(b)(9) of
the New Jersey Code, Section 58-13B-24(R)

                                       50

<PAGE>



of the New Mexico  Code,  Section  359(f)(2)(d)  of the New York  Code,  Section
 .1211. of the North Carolina Code, Section of the Ohio Code, Oklahoma Code, Rule
###-##-#### of the Oregon Code, Section 211(b) of the Pennsylvania Code, Section
7-11-402(18) of the Rhode Island Code, Order 97018 for Regulation D Offerings of
the South Carolina Code,  Section 48-2-125,  as interpreted by Rule 0780-4-2-.11
of the  Tennessee  Securities  Act of 1980,  Section  109.13 of the Texas  Code,
Section 4209a of the Vermont Code, Section 21 VAC 5-40-120 of the Virginia code,
Section 460- 44A-506 of the Washington Code,  Section 551.29(2) of the Wisconsin
Code and Section  17-4-114 of the Wyoming Code. No state exemption was necessary
for the sale made to a Canadian or Swiss investor.

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.

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

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

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

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

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

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

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

                                       51

<PAGE>


<TABLE>
<S>      <C>      <C>
4.8      [4]      Offering Memorandum dated September 30, 2000.

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

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

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

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

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

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

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

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

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

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

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

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

10.9     *        Wireless Service Internet Agreement between Retrieval Dynamics Corporation and
                  Sprint Spectrum, L.P. dated July 30, 2001.
-------------------------
</TABLE>

(*  Filed herewith)

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


                                       52

<PAGE>



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

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

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

(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.















                                       53

<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: December 28, 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/ Benjamin Dickens
                            -----------------------------------------
                            Benjamin Dickens, Director

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

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

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




                                       54

<PAGE>




     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           December 28, 2001
-----------------------------
John Harkola

/s/ Anthony Cella                   CFO and Vice-Chairman      December 28, 2001
-----------------------------
Anthony Cella

/s/ Clifford Tager                  Secretary and Director     December 28, 2001
-----------------------------
Clifford Tager

/s/ Benjamin Dickens                Director                   12/28/01
-----------------------------
Benjamin Dickens

/s/ Donald F. Mintmire              Director                   December 28, 2001
-----------------------------
Donald F. Mintmire

/s/Alan Reiter                      Director                   12/28/01
-----------------------------
Alan Reiter

/s/ Brad Vossler                    Director                   12/28/01
-----------------------------
Brad Vossler




                                       55