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, 2003

[_]  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. $23,739

     Of the  20,003,981  shares of voting  stock of the  registrant  issued  and
outstanding  as  of  September  30,  2003,   16,361,437   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.









<PAGE>


                                     PART I

Item 1. Description of Business

Business Development

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

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

     The  Company was formed  with the  contemplated  purpose to export and sell
products in France.  The incorporator  was unable to successfully  implement the
initial  business  plan.  After  development  of a business  plan and efforts to
develop the business failed,  all such efforts were abandoned in August 1996. In
June 2000, at the time it acquired Retrieval as a wholly-owned  subsidiary,  its
purpose changed to Retrieval's  initial  purpose of providing  industry-specific
wireless  software and service solutions for mobile  professionals.  The Company
relied upon Section 4(2) of the  Securities  Act of 1933, as amended (the "Act")
and Rule 506 of  Regulation D  promulgated  thereunder  ("Rule 506") for several
transactions  regarding  the issuance of its  unregistered  securities.  In each
instance,  such  reliance  was based upon the fact that (i) the  issuance of the
shares  did not  involve  a  public  offering,  (ii)  there  were  no more  than
thirty-five  (35)  investors  (excluding  "accredited  investors"),  (iii)  each
investor who was not an accredited  investor  either alone or with his purchaser
representative(s)  has such  knowledge and  experience in financial and business
matters that he is capable of evaluating the merits and risks of the prospective
investment,  or the issuer reasonably  believes  immediately prior to making any
sale that such  purchaser  comes  within this  description,  (iv) the offers and
sales were made in compliance  with Rules 501 and 502, (v) the  securities  were
subject to Rule 144  limitations  on resale and (vi) each of the  parties  was a
sophisticated  purchaser and had full access to the  information  on the Company
necessary to make an informed investment decision by virtue of the due diligence
conducted  by  the  purchaser  or  available  to  the  purchaser  prior  to  the
transaction (the "506 Exemption").

     During the fiscal year ended September 30, 2003, the Company sold 2,130,136
shares  of  its  restricted   common  stock  to  seventy-two  (72)  persons  for
$2,130,136.  For such  offering,  the  Company  relied  upon the 506  Exemption,
Section 25102.1 of the California Code, Section 36b-31-21b-9b of the Connecticut
Code,  Section  517.061(11) of the Florida Code, Section 130.293 of the Illinois
Code,  Reg. 710  IAC1-13-6 of the Indiana Code,  Section  17-1270a of the Kansas
Code,  Section  1.602 of the Maryland  Code,  Section  49:3-50(b)(9)  of the New
Jersey Code,  Section  359(f)(2)(d)  of the New York Code,  Section .1211 of the
North Carolina Code,  Section 1707.03(X) of the Ohio Code, Section 401(b)(22) of
the Oklahoma Code,  Rule  ###-##-#### of the Oregon Code,  Section 211(b) of the
Pennsylvania  Code,  Section  7-11-402(18) of the Rhode Island Code, Order 97018
for  Regulation  D  Offerings  of the South  Carolina  Code and  Section  21 VAC
5-40-120 of the Virginia Code.

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


                                       3
<PAGE>


     The facts relied upon to make the Connecticut  exemption applicable include
the  following:  (i)  the  aggregate  commission,   discount  or  other  similar
remuneration  paid or given directly or indirectly in connection  with the sale,
excluding  legal,  accounting and printing fees, did not exceed fifteen  percent
(15%) of the initial  offering price,  (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 (iii)  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.

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

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

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

     The facts relied upon to make the Kansas  Exemption  available  include the
following:  (i) the transaction involved the offer or sale of securities made in
compliance with the federal securities act of 1933,  regulation D, rules 230.505
or 230.506 except  paragraph  (b)(2)(ii),  or both,  including any offer or sale
made  exempt  by  application  of Rule  508(a),  as made  effective  in  federal
securities act of 1933 release nos. 33-6389,  33-6663,  33-6758 and 33-6825, and
which  satisfied  the  conditions,   limitations,   and   requirements  of  this
regulation;  (ii) no commission,  finders fee, or other remuneration was paid or
given, directly or indirectly,  for soliciting any prospective purchaser,  or in
connection with the sale of securities in reliance on this exemption, unless the


                                       4
<PAGE>


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

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

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

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

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


                                       5
<PAGE>


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

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

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

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

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

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

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

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


Business of Registrant

General

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

     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 other's clients and contacts on a commission  basis.  The
commission  is  equal  to 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.


                                       6
<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 the gross revenues it generates.  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.

     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 RDC's
Qxprint(TM)  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 also is terminable by Sprint at any time with thirty (30) days advance
written notice. This agreement is still in effect.

     On May 3, 2001, we incorporated Wappyhead Corp., a Florida Corporation,  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. We expect to  accomplish  delivery via wireless
networks and the Internet.  This Internet  based wireless  application  exchange
portal will enable content  distribution to cell/smart phones,  personal digital
assistants  ("PDAs")  and the World Wide Web.  To date  Wappyhead  Corp.  has no
operations.

     On November 30, 2001,  Retrieval  entered into an ISV (Independent  Service
Vendor)  agreement with Research in Motion,  LTD. This agreement  signifies that
Retrieval is a certified BlackBerry  application provider and that RIM (Research
in Motion) will  participate in co-marketing  as well as provide  Retrieval with
pre-release versions and updates of the BlackBerry  operating  system(s).  Under
this  agreement RIM will help  facilitate  relationships  between  Retrieval and
RIM's reseller carrier partners as well as help promote Retrievals  offerings to
the industry.

     Retrieval  entered into a BlackBerry  v3.5 Beta  agreement with Research in
Motion,  LTD., on August 28, 2002. This agreement  allowed  Retrieval to receive
all pre-public, early releases of the BlackBerry (V3.5) operating system to help
facilitate  the  continuing  development  of  Retrieval's  application,  "Mobile
Listing  Advantage" as well as confidential  and proprietary  technical  support
from RIM.

     After testing and  certification  of  Retrievals'  product  Qxprint(TM)  by
Motorola, Inc., Retrieval entered into a Software Distribution Agreement on July
8, 2002. This agreement signified that Retrievals'  software,  Qxprint(TM),  met
the certification criteria of Motorola and that Motorola would provide marketing
support and allow the  "Certified by Motorola"  logo to be used in the companies
marketing efforts.

     On November 27, 2002,  RE/MAX  International  entered into a  non-exclusive
agreement  with  Retrieval to provide all wireless  data services as a preferred
vendor to all U.S.  RE/MAX agents.  The program,  "Mobile  Advantages for RE/MAX
Program",  makes Retrievals' product "Mobile Listing Advantage(TM)" available to
all RE/MAX agents at a reduced  subscription  rate.  Under the 2 year  agreement
RE/MAX  will  support the  program  through  their  various  marketing  channels
including,  web  links,  trade  shows,  videos and  newsletter  as well as allow
Retrieval  access  to all  RE/MAX  agent  contact  information  and to use their
Preferred  Vendors  Logo  Mark.  A  separate  website  has been  established  by
Retrieval to facilitate all RE/MAX agents.

     EarthLink,  Inc. entered into a Marketing  Royalty Agreement with Retrieval
on February 27, 2003. This agreement created a channel partnership for Retrieval
allowing EartLink to resell "Mobile Listing  Advantage(TM)" and for Retrieval to
earn commissions on EarthLink BlackBerrys.


                                       7
<PAGE>


     On March 21, 2003  Retrieval  entered  into a 2-year  Non-Exclusive  Dealer
Agreement  with  AT&T  Wireless  Services  allowing  Retrieval  to  resell  AT&T
BlackBerry devices provisioned for the AT&T Wireless Network.

     On June 1, 2003 Retrieval entered into an Alliance Dealer Non-Exclusive GSM
Compensation  agreement  with AT&T  Wireless  allowing  Retrieval  to be awarded
compensation for network airtime resold.

     On October 1, 2003  Retrieval  entered into a Application  Partner  Program
with Nextel Operations,  Inc. Prior to the agreement Nextel tested and certified
the companies  software,  "Mobile Listing  Advantage(TM)"  allowing Retrieval to
display the "Nextel  Certified  Application"  logo. This agreement paves the way
for co-marketing activities between the two companies to promote "Mobile Listing
Advantage(TM)".

     To gain  access to the MLS (Multi  Listing  Service)  data for the  "Mobile
Listing  Advantage(TM)"  service Retrieval enters into Data Agreement  Contracts
with the  controlling  area  MLS's.  Each MLS  represents  an areas real  estate
agent/broker's  database  of property  listings.  Once the  agreement  is signed
Retrieval has access to every MLS member.  To date Retrieval has signed data and
co-marketing contracts with:

          Tucson Association of REALTORS
          Sarasota Association of REALTORS Venice
          Area Board of REALTORS, Inc.
          Greater Las Vegas Association of REALTORS
          Mid-Florida Regional Association of REALTORS
          Bartow Association of REALTORS
          East Polk County Association of REALTORS
          Greater Lake County Association of REALTORS
          Orlando Regional REALTOR Association
          Lakeland Association of REALTORS
          Osceola County Association of REALTORS
          West Volusia Association of REALTORS
          Tampa Association of REALTORS Regional MLS, Inc.
          Realtor Association of Palm Beaches
          Jupiter, Tequesta, Hobe Sound Association of REALTORS
          St. Lucie Association of REALTORS
          Broward County Association of REALTORS
          Boyton Beach & Del Ray Beach Association
          Boca Raton & Highland Beach Association
          Martin County Association
          North Texas Real Estate Information Systems, Inc.
          MLS PIN (Greater Massachusetts)


Wireless Industry Overview

Introduction

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

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

     In recent years, the proliferation of wireless communications solutions has
extended the reach and  connectivity of mobile  professionals.  For example,  in
voice  communications,  cellular  telephones  have enabled mobile users to place
phone calls from  virtually any location.  Similarly,  advances in wireless data
communication,  including wireless local area networks ("LANs") have enabled the


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extension of  enterprise  networks to the notebook  computers  and the hand-held
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.  RDC 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.

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.  Wireless
carriers have spent  billions of dollars  upgrading  their  networks from second
generation circuit switched to third generation packet networks.  These networks
are always on and are capable of handling  data at speeds from 20KBPS on the low
end to 384KBPS on the higher end.  These networks are  continually  evolving and
within the next 5 years will be competitive to the wired networks of today.

     The wireless data marketplace includes the following classes:

     Wireless Handset Manufacturers:  These are the companies that 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 that own the networks. These
     include:  SprintPCS,  AT&T Wireless,  Verizon, Alltel, Cingular,  T-Mobile,
     Nextel,  and others.  These companies all have different  technologies  and
     different standards making it extremely  difficult to develop  applications
     that operate on all devices.  Because these  companies are generally  large
     and  slow to adopt  new  technologies,  a new  middleware  marketplace  has
     recently opened up.

     Software/Application  Developers: This is the largest group of companies in
     the wireless  data  industry.  There are  hundreds of companies  which have
     developed  platforms  and  applications  that  utilize  all  the  different


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     carriers' networks and work on many or all of the hardware (phones,  PDA's,
     Laptops,  etc.).  Most of these  applications  utilize  J2ME  (Java 2 Micro
     Edition), C+, .NET, XML to access corporate data, play games, or browse the
     Internet. Some of these companies include: Retreival,  Broadbeam,  Air2Web,
     HiddenMind, Everypath, Aether Systems, 724 Solutions, etc.

     Wireless Internet Service Providers (WISP's):  These are the companies that
     provide wireless  Internet access.  There are two (2) different types - one
     (1) provides  internet access to the mobile  professional,  ie:  Earthlink,
     Wynd Communications, ArrayComm, Breakfree Wireless.

Requirements 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 websites  without  having to type long  website
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,  its likely
alert-based  systems will enable mobile users to determine what information they
want delivered by setting alerts simply and quickly from their phones. This will
help eliminate form factor and other inherent  limitations of mobile phones that
have, to date, proved to be barriers to pervasive wireless data services use.

Wireless Data Transmission: How it Works

Analog vs. Digital

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

     Digital 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.


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<PAGE>


Wireless Data: Apparatus Types

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

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

Wireless Data: Network Infrastructures

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

Realistic Data Speeds:

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

Mobile-Data (M-Data)

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

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

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

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

     Within the wireless data market,  many experts in the field predict  strong
growth. The following sets out some of their predictions.


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<PAGE>


     International  Data Corp:  Worldwide  spending  on  information  technology
should grow 5 percent to $916  billion  next year,  while  purchases  of telecom
services are expected to rise 4 percent to $1 trillion.  After rising 12 percent
in 2000, the last year of the dot-com boom,  technology  spending fell 1 percent
in 2001 and 4 percent in 2002,  IDC analyst  Stephen  Minton  said.  He predicts
spending will end up relatively flat this year, with growth in the United States
and  emerging  markets  but  declines in Europe,  Japan and Canada.  Next year's
growth is expected to come from improving business confidence and pent-up demand
for technology products and services at companies that reined in spending during
the last few years.  The findings were based on conservative  assumptions  about
the economy, meaning even bigger boosts could be possible.  Indeed, CIO magazine
said Monday that its October survey of 243 corporate  technology  managers found
that their budgets will grow an average of 6 percent in the next year.

     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."

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

     Cahners In/Stat:

     Jan. 2003 - "The market for Internet  access  devices  (including  personal
computing  devices,  mobile  phones,  Internet-enabled  set top boxes,  Internet
appliances,  smart appliances and white goods) is expected to grow at an overall
annual rate of 28.2%,  in terms of units  between  2001 and 2006.  According  to
In-Stat/MDR,  growth is expected to rise to over 790 million  units in 2006 from
about 226  million  units in 2001.  Although  the PC and mobile  phone  segments
represent  the  greatest  percentage  in  terms  of  unit  shipments,   Internet
appliances,  which  include  Internet  terminals  and Tablet PCs,  will have the
highest CAGR over the period, with 74.3%."

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

     Communications Today: "More than half the U.S domestic workforce -- some 67
million  people -- will be  mobile by 2006,  representing  a strong  market  for
wireless device,  application,  and service  providers,  according to a study by
Access Markets International  Partners. The New York-based firm's study projects
that the number of  commercial  wireless data users will nearly double every two
years from 3.7 million in 2001 to more than 26.4  million in 2006.  In addition,
sales of mobile devices  capable of accessing data and Internet  services in the
commercial  market will reach 48.7  million  units in 2006,  representing  $14.2
billion in revenues.  The small to mid-sized  business sector  (businesses  with
fewer than 500 employees) will lead the wireless data market in the near term as
it grows at a 44 percent  compound annual growth rate, from 2.5 million users in
2001 to nearly 16.3 million in 2006.  Large  businesses will comprise 38 percent
of the wireless data user market in 2006." Source:  Communications  Today, "U.S.
Workforce Mobile Data Demand Growing," Mar. 26, 2002.

     IDC: A study by IDC found that "the marketplace for wireless infrastructure
and  application  services  (WIAS)  is  gaining  considerable  momentum  and has
significant long-term potential.  IDC forecasts that "the worldwide wireless and
application  services  market will  increase from $31.1 billion in 2002 to $68.4


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<PAGE>


billion in 2007,  representing  a compound  annual growth rate (CAGR) of 17.1%."
"Among U.S. industries,  communications and media, retail, logistics, and health
care  will  embrace  WIAS at the  fastest  rate and with  the  largest  level of
expenditures.  Collectively, U.S. industries are expected to spend $25.6 billion
by 2007  representing  a five-year  CAGR of 16.9%."  Source:  IDC Press Release,
"Wireless  Infrastructure and Application Services Market Presents Opportunities
Although Obstacles Remain, IDC Says," Apr. 23, 2003.

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.

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

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


                                       13
<PAGE>


     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 area.

     Beyond these changes,  corporate applications need to be more accessible by
mobile  users.  The user must gain access to websites  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.

     We 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 salesperson'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?


                                       14
<PAGE>


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

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

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

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

Products and Solutions Designed for Mobility

     Team RDC

     RDC provides  products,  applications  and custom  solutions.  Based on the
successful  development  and launch of its existing  products,  RDC has formed a
Professional  Application  Services Group. The Retrieval  Dynamics  Professional
Application   Services  Group  ("Team  RDC")  delivers   wireless  and  Internet
integration into usable applications that enables real-time information and data
to enhance business processes.  The result to the enterprise is in acquiring new
customers,  maintaining existing customers,  increasing profit on revenues,  and
adding new channel opportunities to do business.

     Our  strategy is to be a dominant  provider of wireless  data  solutions to
vertical  markets  using our  engineering  expertise,  knowledge  of the  mobile
workforce  and  strategic  partnerships  with both  hardware  manufacturers  and
network providers.  RDC's core competencies  revolve around providing  companies
with access to data. Data access can be achieved through multiple  channels such
as the Internet,  the PC,  telephony and the wireless  handheld  devices.  RDC's
approach  includes  integrating  all of these  channels  with  the data  source,
focusing primarily on the wireless or mobile display and input of that data.

     Team RDC's area of concentration is mobile technology,  in order to provide
business solutions that help SME's (small and medium sized enterprises)  achieve
a positive return on their  investment;  business  solutions that integrate with
legacy systems and core business processes;  and business solutions that harness
the unique  characteristics of mobile devices and technology to drive down costs
and deliver value regardless of location.  Mobile solution  services range from:
infrastructure,   back  office,  supply  chain  (SAP),  e-commerce,  purchasing,
operations, resource planning (ERP), inventory (S&OP),  work-in-progress,  sales
(FFA), customer relationship  management (CRM),  technical support and the total
enterprise application integration (EAI). Our main focus is on data and mobility
of the information  that allows for wireless  integration with IBM, SQL, Oracle,
SAP, or legacy databases.

     By utilizing  best-of-breed,  state-of-the-art  processes and technology in
implementation,  Team RDC is able to minimize  the time  needed for  application
deployment and reduce the cost of application design, development,  testing, and
integration.  Team RDC is  experienced  in helping  customers  realize  the full
potential of our  applications  and custom mobile solutions by providing a range
of  services  to enhance  the quality of our  software  and  minimize  the risks
involved in the deployment  process.  Team RDC designs mobile  applications that
integrate with a variety of business processes and vertical markets, such as:

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

     Team RDC  provides  their  customers  with a total mobile  solution.  These
solutions  are  comprised  of mobile  strategy  design  and  consulting,  custom
application development, and the selection, procurement, and provisioning of the


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<PAGE>


mobile devices and networks.  Our established  partnerships  with the industries
leading edge device  manufacturer's,  and network  operators allow us to provide
the  most  cost-effective  and  best  technological  turn-key  solution  for any
business.

HORIZON

     An  important  part of being  successful  in  business  is the  ability  to
leverage  one's  core  competencies.  RDC's  strength  is our  ability  to bring
together many best-of-breed  wireless technologies and offer our customers their
collective  benefits,  seamlessly under one platform that we call HORIZON.  This
technology  platform  enables  us to  rapidly  implement  enterprise  solutions.
Currently,  the Company is  marketing  its  solutions  under three brand  names:
Qxprint(TM),   GoFigure(TM)   and  Mobile  Listing   Advantage(TM)   powered  by
DocLynx(TM).  RDC  is  also  aligning  itself  with  industry  leaders  to  form
partnerships  with  companies who  understand  our ability to extend their sales
forces and create 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 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  wire line  application  infrastructures  and the
business  logic they embody.  This platform  architecture  should be designed to
accommodate the evolution of existing channels and devices.  With the variety of
wireless devices and their constantly changing  capabilities,  RDC has developed
client  software  for a number of wireless  devices with a focus on ease of use.
RDC's HORIZON platform  delivers data to these devices via a number of different
methods. One method 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.  In addition,
the HORIZON  Platform can deliver data via XML over HTTP,  email, or Webservices
depending on the application.

     The HORIZON Platform and RDC's RAD3 (rapid application design, development,
and  deployment)  methodology  can be used to create a wireless  bridge  between
corporate mobile users and  business-critical  and time-sensitive  applications.
The technology can also be used to extend  existing  e-commerce  capabilities to
business  partners  operating  within a company's  supply chain,  and target the
benefits of these systems to a variety of non-PC mobile devices.  In many cases,
only certain portions of applications are wirelessly enabled.  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.

Qxprint(TM)

     Our initial product, Qxprint(TM) is a wireless hand-held Customer Relations
Management  ("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(TM) 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.


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     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 Qxprint(TM),  we are 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. We are poising ourselves to become
the wireless expert that will help companies adopt m-data solutions.

Mobile Listing Advantage(TM), powered by DocLYNX(TM)

     Because  e-mail/SMS  technology  is so  prevalent  in wireless  data today,
application  developers need to 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 message  processing more effective,  as
it automatically parses, processes, and transfers data to other applications.

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

     Mobile Listing Advantage(TM) is a hosted wireless application targeting the
real estate  professionals,  namely  agents,  brokers,  and  appraisers.  Mobile
Listing  Advantage(TM) is an extremely easy to use and powerful application that
allows portable access to the Multiple  Listing Service ("MLS") database through
a Wireless  Handheld Device.  It is powered by RDC's  patent-pending  technology
platform called DocLYNX(TM).

     Because Mobile Listing  Advantage(TM)  is integrated with the MLS database,
the  registration  process will first verify that the user is an actual licensed
agent or broker. After registration,  the realtor is then 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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information;  a "Request  History" page that displays all requests made from the
mobile device to the server so the agent can alleviate the hassle of re-querying
the MLS database when they are on their PC; and a "Manage  Request" page,  which
allows the user to customize the output or content sent to their  device.  After
customizing their web interface,  the agent can then begin to use their wireless
devices from the field to access real-time MLS data.

     This  application  utilizes the  simplicity  of e-mail  protocols.  Passing
commands  through  e-mail or SMS  provides all the user  functionality.  After a
command is sent from the pager to the DocLYNX(TM) 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) 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 Mobile Listing Advantage(TM), 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.

     To facilitate  multiple devices,  the Mobile Listing  Advantage(TM)  device
side  software  (the  client)  has also been  scripted  in JAVA.  This  software
language  allows the service to be made available over any JAVA enabled  device,
which includes PDAs and cell phones.

     Currently, RDC supports the BlackBerry family of wireless handheld devices.
Support for other  devices such as Palm and  Handspring  are  scheduled  for the
fourth  quarter of 2004.  RDC has become a  Sub-Dealer  for  Research  In Motion
("RIM")  allowing  us to bundle  Mobile  Listing  Advantage(TM)  on the  popular
BlackBerry  Handheld  Wireless  device  and  sell  the  service  as  a  "Bundled
Solution." Along with the hardware,  we also offer network  connectivity through
national carriers such as T-Mobile,  Nextel,  AT&T and others. RDC has also been
selected as a "preferred vendor" for RE/MAX International,  allowing the Company
to co-market  Mobile Listing  Advantage(TM)  directly to RE/MAX's 75,000 members
throughout the United States and Canada.

GoFigure(TM)

     GoFigure(TM)  Carrier  Edition is a J2ME MIDP  (Mobile  Information  Device
Profile) form based application that allows mobile sales professionals to create
line-item  quotations  on their mobile  phone.  These  quotations  show the part
number, description and price in a nicely formatted document complete with terms
and conditions.  You can add one or many items in a single quote, which then can
be faxed or e-mailed to your contact.  GoFigure(TM)  Carrier Edition costs $5.00
per download.  Each downloaded  version gives you 10 faxes and unlimited e-mail.
GoFigure(TM)  Carrier Edition has been launched on Nokia's Tradepoint  Platform.
Nokia   Tradepoint   is   an   online   business-to-business   marketplace   and
solution-matching  service,  where  applications are sold directly to operators,
XSPs and enterprises around the world. Nokia Tradepoint contains a wide spectrum
of  applications  covering  business,  finance and  entertainment.  GoFigure(TM)
Carrier Edition is also available through Cingular and Nextel.

     GoFigure(TM)  Enterprise  Edition is a fully integrated  mobile sales force
automation  software  application  designed  to work  on the new RIM  BlackBerry
handheld devices. This application, which resides behind the corporate firewall,
combines the simple and efficient  Java 2 Micro  Edition with a scalable  robust
server based  application that can extract and manipulate  sales,  marketing and
manufacturing  data  stored  in  corporate   databases  or  in  an  ERP  system.
GoFigure(TM)  Enterprise  Edition allows the mobile sales  professional  to have
real-time,  intuitive mobile access to business critical information and product
data that enhances sales  opportunities,  increases  customer  satisfaction  and
grows revenue faster and more profitably.

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


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<PAGE>


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

Status of Publicly Announced Products and Services

     Qxprint(TM):  Version 1.0, released January 2001.  Version 1.5, released in
June 2001, is currently on the market.

     Mobile Listing  Advantage(TM):  Version 1.0, released October 2001. Version
1.5,  released August 2002.  Version 3.0,  released  January 2003.  Version 3.1,
released March 2003.

     GoFigure(TM):  Enterprise  Version  1.0,  released  May 2002.  Version 2.0,
released May 2003, is currently in Beta testing.

     GoFigure(TM):  Carrier  Version  1.0,  released  June  2002,  is  currently
available through Nextel, Cingular Wireless and Nokia Tradepoint.

Business Strategy

     Our business strategy is to be a niche provider of eWASP(TM) technology and
information  management  tools,  programs and products by using the expertise of
our staff in providing solutions for the enterprise and application development.
This strategy is dependent upon our 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.

     We are in the  process  of  vertically  positioning  Qxprint(TM)  as a back
office tool that will enable clients to send documents from wireless  devices in
real-time through print, fax or e-mail.  Mobile Listing  Advantage(TM),  for the
real  estate  professional,  was  launched  in October  2001.  It is intended to
provide the mobile  professional  with a data application and information  tool,
bundled with vertically specific  functionality,  in order to provide a complete
wireless  solution for the user's  business  needs. We are seeking to maximize a
recurring  revenue  stream  initially by extending our  eWASP(TM)  services to a
variety  of  professional  vertical  markets  and  custom  wireless  application
development.  Our objectives for our software applications include the following
key elements:

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

     Our revenues to date have been marginal and therefore our business strategy
is based  entirely  upon our continued  capital  raising  activities.  We expect
future revenues to be based upon license fees for GoFigure(TM) subscriptions and
transaction fees from our Qxprint(TM) product. Mobile Listing Advantage(TM) is a
subscription  based model and is sold as a bundled solution  including  hardware
and network sales.  Additional  monies are also received as a result of sales of
RDC common stock.

     Our revenues are dependent on the volume of sales of our products. Revenues
from sales are recognized in the period in which revenues are earned.  Our gross
profit  margin will be determined in part by our ability to estimate and control
direct costs of  production  and shipping  and our ability to  incorporate  such
costs in the price charged to our customers.


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<PAGE>


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 change  drastically 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 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 have come to
rely upon e-mail and want access to it all the time,  even when they do not have
access to a phone jack.  Other  applications  that appear to have become popular
for the mobile professional include document retrieval, print and fax on demand,
voice  recognition,  video  conferencing  and personal  information  management.
Vendors are  developing  new  portable  computing  devices at  breakneck  speed.
Wireless data currently allows customer service,  sales executives and others 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.

     Our marketing plan is to provide a total  "Bundled"  solution to the mobile
professional.  We are  positioning  ourselves  as a vertical  centered  Wireless
Product,  Program,  Application and Solution Provider. Also, we will continue to
develop multi-platform applications to benefit mobile professionals,  as well as
resell wireless hardware and network.

     Our 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.  We are making a major
effort 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.

     Mobile   Listing   Advantage(TM)   is  target   marketed   to  real  estate
professionals.  We are actively  pursuing license  agreements based on a revenue
share model with individual MLS boards and other MLS data  aggregators,  as well
as national real estate  brokerages.  Once agreements are in place,  the Company
will  partner with each MLS source to market  directly to the  realtor.  RDC has
signed  agreements  with  twenty-one  (21) MLS boards,  with  sixteen (16) still
pending,  and we will  continue  to  actively  pursue  others both in the United
States  and  abroad.   There  are  approximately   750,000  active  real  estate
professionals  in the United States today and we plan to have a  penetration  of
10% of the market by fourth quarter 2004. Mobile Listing  Advantage(TM) is being
marketed by RDC, RIM, RE/MAX  International,  Nextel,  T-Mobile,  AT&T Wireless,
Cingular and channel partners.

     Our 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 our products through
direct  sales,  advertising,  Internet  branding and trade show  marketing,  and
forming strategic  alliances with key industry leaders.  We seek to maximize our
recurring  revenues by  providing  monthly  ISP and  wireless  services  for our
applications  along with site licenses for our 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.

     We perceive the keys to meeting our strategic marketing  objectives include
the following:

     Provide a bundled  solution:  We will  continue to build our  relationships
     with hardware  manufacturers,  as well as network  carriers,  to be able to
     offer "One-Stop-Shopping" for our enterprise and consumer applications.

     Build critical mass: We must build a branding  strategy through  aggressive
     promotion  of our  vertical  market  based  applications.  This can be done
     through advertisements in various trade specific magazines and websites. We
     have participated and we intend to continue to participate at several trade
     shows where representatives can demonstrate our products and services. Thus
     far, we are pleased with the feedback we have  received on our products and
     services.   Our  marketing   strategy   includes   press  releases  on  new


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<PAGE>


     developments  along with speaking  engagements  for top managers to promote
     and build  brand  awareness.  Also,  we may seek the  expertise  of a large
     public  relations  firm to  build  top of mind  awareness  not  only in our
     vertical markets, but also the investment  community;  however, no specific
     plans along this area have been finalized.

     Develop the market for existing and new products for mobile  professionals:
     Our initial focus is to meet the needs of the mobile professional.  We have
     been  and  we  will  continue  to  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. We plan to develop what we believe will be a complete solution that
     includes the  software as well as the  platform on which to drive  customer
     information needs. We plan the development of additional services that will
     expand  and  enhance  the  capabilities  of  Qxprint(TM),  DocLYNX(TM)  and
     GoFigure(TM).   These   enhanced   functions  are  intended  to  allow  our
     professional clients to use information more efficiently and effectively.

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

     Pursue  channel  partners,   direct  response   marketing,   and  strategic
     acquisitions: We intend to market our products through channel partners who
     share  our goals and  values,  direct  marketing  efforts  and  traditional
     marketing.  Additionally, we are seeking strategic alliances with companies
     who could provide us with access to their  databases.  Currently,  hardware
     manufacturing  partners  such  as RIM  provide  valuable  leads  and  sales
     support, creating a virtual sales force for the company.

     Develop our customer base and  strengthen the  Qxprint(TM),  Mobile Listing
     Advantage(TM),  powered by  DocLYNX(TM)  and  GoFigure(TM)  brands  through
     enhanced sales and marketing promotions:  We intend to be aggressive in our
     marketing mix by promoting the DocLYNX(TM) and Qxprint(TM)  brands, as well
     as its HORIZON platform. We intend to target DocLYNX(TM)  technology in the
     real estate,  property management,  financial services,  alarm,  insurance,
     construction,  and  related  industries.  Initially,  our  plans  include a
     continued  testing  phase  that  should  allow us to  collect  and  analyze
     customer feedback. With this information,  we hope 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:
     Our marketing staff has developed marketing and sales literature along with
     demonstration  tools that support  both direct sales and customer  support.
     Our websites are scheduled to be constantly updated to show the most recent
     developments and  partnerships.  We are striving to offer the best customer
     service possible by seeking  solutions and answers in a timely fashion.  We
     have staffed a customer service department and we will use automatic e-mail
     responses for common questions or problems.  To achieve long-term  success,
     we believe we must strive for 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  access to  potential  customers  and entry  into new and  targeted
     markets,  develop and affirm credibility in the market place, generate name
     recognition,   allow  for  alignment  with  reputable  and  well  known  or
     established companies with significant customer bases, and permit a company
     to 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, one must start
     with one strand  then begin to build the total web.  Rarely does the spider
     catch anything until the web is completed,  so that is our strategic  plan,
     that is, to build a solid  base of  partnerships  and  alliances  to better
     position us for growth and profitability.



                                       21
<PAGE>


     We believe  that  strategic  positioning  and  planning  are critical for a
successful  business,  whether a startup or for an established company. In order
to accomplish these goals, we believe  strategic  partnerships  provide critical
supplementation of existing products, services or technologies. We believe these
partnerships and the strategic  positioning will enable us 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  we  believe is a key to success  for a global  mobile  application
developer.

     Thus  far we  have  developed  the  following  strategic  partnerships  and
alliances  that we  believe  will  provide  a  critical  basis  for  growth  and
profitable business opportunities in the near future:

     RIM's  portfolio  of  award-winning  products  includes  the  family of RIM
     Wireless Handhelds,  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.  RIM is a 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 its products including  award-winning RIM Wireless
     Handhelds and  industry-leading  radio modems. We have signed a contract to
     become  an  ISV  Solutions  Alliance  Program  partner,  as  well  as a RIM
     Sub-Dealer.  This  contract  brings to us  co-marketing  opportunities  and
     BlackBerry(TM)  certification,  as well as the  opportunity to resell RIM's
     line of  products.  We believe this will lead to  increased  customers,  as
     BlackBerry(TM)  users are a targeted wireless audience  representing  early
     adopters of wireless and  technology.  RIM is expected to pull us into many
     new niche  markets,  as they are looking for  content  providers  and being
     certified,   we  expect  to  receive  referrals  to  wireless   application
     development  opportunities.  The RIM  Sub-Dealer  program  will  allow  the
     company  to  offer  a  "Bundled-Solution"  to its  customers  and  increase
     revenues through hardware sales.

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

     RE/MAX has selected RDC to be a "Preferred Vendor" for wireless devices and
     relevant  applications  under the program  name  "Mobile  Advantages".  The
     RE/MAX franchise network,  celebrating 30 years of consecutive growth, is a
     global  real  estate  system  operating  in 42  countries.  More than 4,400
     independently  owned offices engage over 80,000 member sales associates who
     lead the industry in professional designations,  experience and production,
     while providing real estate services in residential,  commercial, referral,
     relocation, and asset management areas.

     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.  We
     have finalized an agreement that places the Qxprint(TM)  application on the
     Sprint PCS wireless devices as an included,  certified  application.  It is
     anticipated that this will give us immediate access to a targeted  wireless


                                       22
<PAGE>


     population  and potential  customer base. We believe this  application  and
     relationship  also will allow us quicker and more  direct  access for other
     content  applications  to be  delivered  to Sprint  PCS and  their  growing
     wireless customer base.

     AT&T Wireless (NYSE: AWE) is the second-largest  wireless carrier, based on
     revenues,  in the United States. AT&T Wireless has signed an agreement with
     us to be a program partner in Mobile Listing Advantage(TM).  This agreement
     allows us to resell AT&T  Wireless  products and network  connectivity  and
     makes Mobile Listing  Advantage(TM)  available to AT&T's sales force.  With
     21.1 million subscribers as of March 31, 2003, and revenues of nearly $16.0
     billion  over the past  four  quarters,  AT&T  Wireless  delivers  advanced
     high-quality mobile wireless  communications  services,  voice and data, to
     businesses and consumers, in the United States and internationally.

     Nextel  Communications,  a Fortune  300 company  based in Reston,  VA, is a
     leading provider of fully integrated,  wireless communications services and
     has built the  largest  guaranteed,  all-digital,  wireless  network in the
     country.  The  Nextel  4-in-1  service--Nextel  Digital  Cellular,   Direct
     ConnectSM,  Nextel Mobile Messaging and Nextel Online(R)--covers  thousands
     of communities across the United States. Nextel and Nextel Partners,  Inc.,
     currently  serve 293 of the top 300 U.S.  markets.  Through  recent  market
     launches, Nextel and Nextel Partners service is available today in areas of
     the United  States  where  approximately  242 million  people live or work.
     Mobile Listing  Advantage(TM) has received Nextel Certification and will be
     resold  through  Nextel  sales  channels.  GoFigure(TM)  is  available  for
     purchase through Nextel's wireless application website.

     EarthLink is the Internet  service provider (ISP) solution for an impatient
     world. We have signed an agreement which allows  EarthLink to resell Mobile
     Listing  Advantage(TM)  provisioned  on  hardware  devices.  As  a  channel
     partner, EarthLink will provide both hardware and network connectivity,  as
     well as customer support.  Headquartered in Atlanta, EarthLink has earned a
     national  reputation  for  outstanding  customer  service  and its suite of
     online  products  and  services.  According to J.D.  Power and  Associates,
     EarthLink is ranked Highest in Customer Satisfaction among Dial-up ISPs and
     tied in the ranking  for Highest  Customer  Satisfaction  Among  High-Speed
     ISPs. Serving approximately five million subscribers, EarthLink offers what
     every user  should  expect  from their  Internet  experience:  high-quality
     connectivity,   minimal   drop-offs  and  ISP-generated   intrusions,   and
     customizable features.  Whether it's dial-up,  high-speed,  Web hosting, or
     wireless  Internet  service,  EarthLink  provides  the tools  that best let
     individuals use and enjoy the Internet on their own terms.

     Motorola  is one of the  largest  device  and  system  providers  globally,
     competing  primarily  with Nokia,  and Ericsson.  Motorola also is a global
     leader  in  providing  integrated  communications  solutions  and  embedded
     electronic  solutions.   These  include  (i)   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;  (ii)  end-to-end
     systems for the delivery of interactive digital video, voice and high-speed
     data  solutions  for  broadband  operators;  (iii)  embedded  semiconductor
     solutions for customers in the networking  and  computing,  transportation,
     wireless  communications and digital consumer/home  networking markets; and
     (iv)   embedded    electronic    systems   for   automotive,    industrial,
     transportation,  navigation,  communication and energy systems markets.  We
     earned Motorola  certification  for the Qxprint(TM)  application as well as
     signing the Motorola  contract to allow  Motorola to  demonstrate  on their
     devices our  products and  technology.  In  addition,  negotiations  are in
     process to become a certified development partner for Motorola's enterprise
     application   group.  We  anticipate  that  this  will  provide  sales  and
     development  opportunities  to expand the  out-reach of in-house  sales and
     marketing.  Further,  we  anticipate  that this will  provide an entry into
     testing facilities for application feasibility and robust capability.

     An agreement is being  finalized with Armando A. Mann of AldeaX Group,  for
     that group to act as our exclusive  agent for  Argentina  and Uruguay.  Mr.
     Mann  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 we believe
     he offers a headstart for our entry into the Latin  American  market place.


                                       23
<PAGE>


     Wireless acceptance has been more rapid in Asia, Latin America,  and Europe
     than in the USA. We expect other opportunities within Latin America to come
     from this relationship.

     Microsoft provides a directory of wireless  developers.  We are a qualified
     member of this directory and as such, we have access to  development  tools
     and PR. Our wireless  applications  and ASP is on a Microsoft  platform and
     uses its  gateway.  We are a complete  end-to-end  Microsoft  wireless  and
     Internet solution platform.

     Casio has made us a resale  partner  for their PDA  devices  and provide us
     with discounts on device hardware.  Also, we expect to receive coop dollars
     for coop marketing and advertising promotions.  It is anticipated that this
     will allow us to offer  complete  wireless  solutions  that include  device
     recommendations.

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

     We are listed on Cingular's Developers Directory and we anticipate that the
     relationship   will  evolve  into  a  solutions   alliance   program   with
     co-marketing opportunities and certified applications.

     We are in  the  process  of  being  listed  on  AT&T  Wireless'  Developers
     Directory.  We believe  this will  allow us to be part of their  testing of
     applications  and  certification  protocol and to enter into  marketing and
     joint PR opportunities.

     We are listed in Palm  Developer  Network's  Palm  Solutions  Alliance  and
     co-marketing directory for our devices, software and operating systems.

     Openwave(TM)  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, 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(TM) 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.  We  are  listed  as one of the
     wireless developers in their co-marketing directory.

     We intend to pursue  selective  acquisitions to expand our capabilities and
available  resources  through companies such as a wireless ISP, an imaging print
on demand company,  another wireless  application service provider or a software
development company. No acquisitions are planned or pending at this time.

Competition

     We  face   competition   from  large,   well-established   companies   with
considerably  greater financial,  marketing,  sales and technical resources than
those  available  to  us.  Additionally,  many  of  our  present  and  potential
competitors  have  capabilities  that may allow such  competitors to offer their
products at prices which may compete with our  products.  Our 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 our competitors.  Our 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 we will be able to compete  successfully  against
current or future  competitors  or that  competition  will not have an  material
adverse effect on our business, financial condition or results of operations.

     Notwithstanding  the increasing  competitiveness  of our market, we believe
that our competitors face  substantial  barriers to market entry. We believe our
technology expertise,  early entry into the marketplace,  strategic partnerships
and our  understanding of the mobile  professional give us an advantage over our
competitors.



                                       24
<PAGE>


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

     GoFigure(TM):    Indirect   competitors:    Siebel,   Pivotal,    SalesNet,
     SalesForce.com

     Mobile Listing Advantage(TM): PocketRealEstate.com, Supra Interlogix

     Qxprint(TM): File Fish, AirEight, XDrive, GoAmerica

     Custom  Applications:   Aether  Systems,  Air2Web,  Everypath,   iAnywhere,
     Hiddenmind

Sources and Availability of Raw Materials

     The  materials and  equipment  needed to produce our 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

     We will rely heavily on our  customers'  preferences  to best determine the
products  that we will  produce.  The  commercial  success of our products  will
depend on our ability to predict the type of product that will appeal to a broad
spectrum of the populous and the affordability of our products. Although we plan
to test market our products future products prior to their release, there can be
no assurance  that we will be able to predict the appeal of our products  before
their production.  Considerable expense is incurred on production costs before a
product can be test marketed.  Therefore,  although a product which tests poorly
can be scrapped before additional  expenses associated with release is incurred,
including  marketing and distribution  costs, we may have to bear the expense of
production  of some  products,  which  may  never be  released.  This may have a
material adverse effect on us.

Research and Development

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

Patents, Copyrights and Trademarks

     We intend to protect  our  original  intellectual  property  with  patents,
copyrights and/or trademarks as appropriate. Retrieval Dynamics Corporation(TM),
DocLYNX(TM), Mobile Listing Advantage(TM), Qxprint(TM), Qxprint+(TM), eWASP(TM),
NIMBLE(TM),  Wappyhead(TM)  and "partnering the powerful with the  personal(TM)"
are all trademark  protected.  Trademark protection prevents others from using a
confusingly similar mark, but does not prevent others from making the same goods
or from  selling the same goods or services  under a clearly  different  mark. A
patent for DocLYNX(TM) has been applied for and is currently pending.

Governmental Regulation

Federal

     We intend to utilize the  Internet  for  transmission  of data across state
lines. Presently, the Federal Communications Commission (FCC") and other federal
government  agencies do not  regulate  companies  that provide  these  services.
Notwithstanding  the current  state of the federal  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 in Canada 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.


                                       25
<PAGE>


     Also,  we will be  required to comply with the  regulations  regarding  the
operation of our business in several foreign  jurisdictions  and will be subject
to  compliance  with  the  requirements  of the  authorities  of  these  locales
regarding the establishment and operation of its business.

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

State

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

     If we 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 we expand our  efforts to new  products  and  services,  we will have to
remain attentive to relevant federal and state regulations.  We intend to comply
fully with all laws and  regulations,  and the  constraints of federal and state
restrictions could impact the success of our efforts.

     We are not currently  subject to any state  regulation  with respect to our
Internet related services.  However, there can be no assurances that we will not
be subject to such regulations in the future. Additionally,  we are not aware of
any  pending  legislation  that  would  have a  material  adverse  effect on our
operations.

Effect of Probable Governmental Regulation on the Business

     As our services  are  available  over the  Internet in multiple  states and
foreign countries, these jurisdictions may claim that we are 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 our business.

     A governmental  body could impose sales and other taxes on the provision of
our  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.  We cannot  predict  accurately  whether the  imposition of any such taxes
would  materially  increase  our costs of doing  business or limit the  services
which we provide, since it may be possible to pass on some of these costs to the
consumer and continue to remain competitive.


                                       26
<PAGE>


     If, as the law in this area  develops,  we become  liable  for  information
carried on,  stored on, or  disseminated  through our data  services,  it may be
necessary  for us to take steps to reduce our exposure to this type of liability
through  alterations in our equipment,  insurance or by other methods.  This may
require us to spend  significant  amounts of money for new equipment or premiums
and may also  require us to  discontinue  offering  certain of our  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.  We cannot predict the impact,  if any, that future  regulatory
changes  or  developments  may have on our  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 our
operating  costs,  limit our ability to offer services and reduce the demand for
our 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.  Both local and long distance companies,  however,
contend that Internet-based  telephony should be subject to these charges. Since
we have current plans to transmit large data files over the Internet,  our plans
may be indirectly  affected by these  developments.  However,  we 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 September 30, 2003, we expended  approximately  $194,000 on
software non-capitalizable development efforts. At the current time, none of the
costs  associates with software  development are borne directly by the customer;
however there is no guarantee  that such costs will not be borne by customers in
the future  and, at the  current  time,  we do not know the extent to which such
costs will be borne by the customer, if at all.

Cost and Effects of Compliance with Environmental Laws

     Our business is not subject to regulation  under the state and federal laws
regarding  environmental  protection and hazardous  substances  control.  We are
unaware  of any bills  currently  pending  in  Congress  that  could  change the
application of such laws so that they would affect us.

Employees and Consultants

     At our last fiscal year end,  September  30, 2003,  we employed 12 persons.
None of these  employees  are  represented  by a labor  union  for  purposes  of
collective  bargaining.  We consider  our  relations  with our  employees  to be
excellent. We plan to employ additional personnel as needed upon product rollout
to accommodate fulfillment needs.


Item 2. Description of Property

     The Company maintains its executive offices at 1819 Main Street, Suite 702,
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 was
$8,008 per month, consisting of approximately 3500 square feet of space, for the
second year is $13,156 per month,  consisting of approximately 6,000 square feet
of space,  for the third year is $13,728 per month,  consisting of approximately
6,100 square feet of space, for the fourth year is $14,300 per month, consisting
of  approximately  6,200  square feet of space and for the fifth year is $14,872
per month, consisting of approximately 6,864 square feet of office space.


                                       27
<PAGE>


     As of September 30, 2003, the Company had no real property, however, it did
have  property and equipment  net of  depreciation  in the amount of $37,869 and
software net of accumulated amortization in the amount of $519,925.

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 2003 fiscal year ended September 30, 2003, covered by this report.

                                    PART II

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

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

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

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

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

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


                                       28
<PAGE>

     As of  September  30,  2003,  there were three  hundred  eighty-four  (384)
holders of record of the Company's common stock.

     As of September 30, 2003, the Company had  20,003,981  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,  3,695,000 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

     RDC 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 we acquired  Retrieval  as a  wholly-owned  subsidiary,  our purpose
changed to Retrieval's initial purpose of providing  industry-specific  wireless
software and service solutions for mobile professionals.

     We were still in the  development  stage since June 2000 when we signed the
agreement  with  Retrieval.  Since then we have rolled out our initial  products
Qxprint(TM),   Mobile  Listing  Advantage(TM),   powered  by  DocLYNX(TM),   and
GoFigure(TM). From the date of that agreement in June 2000 through September 30,
2003,  we generated  $30,240 in revenues.  Since  inception  (September 8, 1999)
through September 30, 2003, we have generated cumulative losses of approximately
$11,943,000,  which  includes  amortization  of  product  development  costs  of
$2,599,634.  Due to our 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 our products,  we began to make  preparations
for a period of growth, which may require us to significantly increase the scale
of our operations. This increase will include the hiring of additional personnel
in all functional areas, as needed and subject to the availability of funds, and
will  result  in  significantly  higher  operating  expenses.  The  increase  in
operating  expenses  is  expected  to be matched  by a  concurrent  increase  in
revenues,  although  that has not  happened to date.  However,  our net loss may
continue even if revenues increase and operating  expenses may still continue to
increase.  Expansion of our  operations  may cause a  significant  strain on our
management,  financial and other resources. Our ability to manage recent and any
possible  future  growth,  should  it  occur,  will  depend  upon a  significant
expansion  of our  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  our  business  could  have a  material  adverse  effect  on our  business,
financial  condition  and results of  operations.  As a result of such  expected
expansion and the anticipated increase in our operating expenses, as well as the
difficulty in forecasting  revenue  levels,  we expect to continue to experience
significant fluctuations in our revenues, costs and gross margins, and therefore
our results of operations.

Results of Operations - For the Year Ended  September 30, 2003 and September 30,
2002

Revenues

     Revenues for the year ended  September  30, 2003 were  $23,739  compared to
$6,501 for the year ended  September  30,  2002.  The  Company  feels that sales
lagged  for  the  year  due  to  the   uncertainty  in  the   telecommunications
marketplace.   All  of  the  telecommunications  companies  are  facing  serious
challenges  in the industry  from the new  technology  emergence in the wireless
industry  and their lack of  ability  to gain  strategic  market  in-roads  with
potential new users. The Company is of the opinion that after the fourth quarter
market news and the new  technology  releases,  RDC's  position in the  industry
shall  stabilize and the revenues  shall  increase  according to the  forecasted
plan.  The  Company  began   penetrating   the  highly   political  Real  Estate
Multi-Listing  Service  Industry  ("MLS") with  contracting  for the information
acquisitions of approximately  seventy-five of the top one-hundred  MLS's across
the United  States,  which  account for  approximately  fifty  percent  (400,000
agents) of the active  real estate  agents.  The Company  feels  confident  that
revenues will increase through subscriptions from the acquired MLS's.



                                       29
<PAGE>


Operating Costs and Operating Losses

     Operating  costs for the year  ended  September  30,  2003 were  $3,354,410
compared to $3,539,934  for the year ended  September 30, 2002, or a decrease of
$185,524 (5.2%). The Company is continuing efforts to reduce costs of operations
in relation to the revenues  received.  Included in the costs of  operations  is
amortization of development costs, $1,039,852,  for the year ended September 30,
2003 and  $1,039,851  for the year ended  September  30, 2002. In the year ended
September 30, 2003, the Company expended $44,000 for financing costs,  which was
to aid in the  continued  search for funding.  Since all business  ties with the
firm have been discontinued,  management has determined that these funds were no
longer refundable. While salaries for year ended September 30, 2003 decreased by
$184,102 (14%), outside consulting services increased by $63,219 (210%).  Travel
and trade shows expenses  increased by $10,545 (16%). With the Company's efforts
focused on the achieving  revenues,  and a continued  view on the  expenditures,
operations such as testing and development have been brought in-house, which the
Company  estimates  has reduced  cost for the year ended  September  30, 2003 by
approximately $150,000.

     Net losses for the year ended September 30, 2003 were  $3,778,814  compared
to $3,686,998  for the year ended  September  30, 2002,  which is an increase of
$91,816  (2.5%).  For the year ended  September 30, 2003, the Company  amortized
discounts  on notes  payable in the amount of $364,300  compared to $123,124 for
the  year  ended  September  30,  2002.  Interest  expense,   exclusive  of  the
aforementioned  discounts  for the year ended  September  30, 2003 was  $62,369,
compared  to  $27,546  for  the  year  ended   September  30,  2002.   Excluding
amortization  of  discounts  on notes  payable,  the net loss for the year ended
September  30,  2003 was  $3,414,514  compared  to  $3,563,873  or a decrease of
$149,360 (4.2%).

Assets and Liabilities

     At September 30, 2003, total assets were $643,724 compared to $1,830,025 as
of September 30, 2002. Assets consisted  primarily of Property and Equipment and
Software  Development  Costs. The decrease in the asset balance of $1,186,301 is
primarily  due to the  amortization  of  development  costs  of  $1,039,851  and
depreciation of equipment.

     At September 30, 2003, total liabilities were $632,544 compared to $843,711
as of  September  30, 2002 or a decrease of $211,167.  Liabilities  consisted of
primarily  accrued wages and taxes and notes payable to shareholders and related
parties,  with accrued  interest.  During the year ended September 30, 2003, the
Company  issued  convertible  notes payable on demand in the amount of $476,480.
All convertible  notes were issued to existing  stockholders at an interest rate
of eight percent to fifteen  percent.  During the year ended September 30, 2003,
the Company converted $688,229 of convertible notes payable and accrued interest
into 1,374,000  shares of restricted  common stock.  The conversion of the notes
was at a price of $.50 per share.

Stockholders' Equity

     Stockholders'  equity was  $11,180 as of  September  30,  2003  compared to
$986,314 as of September 30, 2002. The Company has been affected by the delay in
obtaining  significant revenues as originally  forecasted.  Management is of the
opinion  that the  Company  has been  delayed  approximately  six  months in the
acquisition of data and information from the  Multi-listing  Services across the
United  States.  It is  estimated  that the  loss of  revenues  was  effectively
$500,000 during this period. Management,  nevertheless,  has been able to secure
the  information  and  is  currently   proceeding  with  the  original  plan  of
distribution.  Liquidity of Capital  Resources At September 30, 2003 the Company
had negative working capital of $562,630 compared to negative working capital of
$793,417 as of September 30, 2002.

     Our auditors,  Pender Newkirk & Co., have indicated that based on the audit
of the Company's records,  with the continued losses sustained by the Company in
its operations,  there is substantial doubt in the Company's ability to continue
as a going concern.


                                       30
<PAGE>


     Management believes that the Company will need approximately  $1,200,000 in
funding and revenues generated from operations to provide continuing  operations
for the next twelve  months.  Management is also of the opinion that these funds
will be  received  through  the  generation  of  revenues.  Since the year ended
September  30,  2003,  the  Company  has  received   approximately  $200,000  in
investments  in common  stock and an  additional  $50,000  in notes  payable  to
stockholders.  There are also  commitments  for an additional  $450,000 in loans
from  shareholders.  While it is true that the commitments may not  materialize,
management is confident that revenues  generated from operations shall be beyond
forecasted  levels and will strengthen the Company's cash and equity position by
April 2004.

 Operating Activities

     For the  year  ended  September  30,  2003,  net  cash  used  by  operating
activities  was $2,108,358  compared to $2,666,457 for the year ended  September
30,  2002.  The  Company  has  continued  its  efforts  to build  the  corporate
infrastructure  in  research  and  product  development  and the  marketing  and
distribution of new products developed for the Real Estate and Alarm industries.

Financing Activities

     For the year ended September 30, 2003, the Company issued  3,504,134 shares
of the  Company's  restricted  common  stock  for  which  the  Company  received
$1,751,151,  net of  offering  costs of  $378,985.  The  Company  also  received
$510,900 in notes payable from shareholders. During the year ended September 30,
2003, the Company repaid  $122,660 of notes and accrued  interest.  In addition,
the Company  converted  $688,229 of notes  payable  and  accrued  interest  into
1,374,000  shares of  restricted  Common  Stock.  All funds were used as working
capital to continue  research and development  activities and the acquisition of
data from various  Multi-Listing  Services across the United States.  The Common
Stock of the Company was issued for prices ranging from $0.50 per share to $1.00
per share.

     In July 2001, the Company  executed two (2)  convertible  notes in favor of
Robert  and Nancy  Zivitz,  joint  tenants,  converted  to  common  stock in the
principal  amounts of $100,000 and $50,000.  The notes beared interest at a rate
of ten percent  (10%) per annum.  The notes  matured on September  30, 2001.  At
maturity,  the holder had the option to: (i) request  repayment of all principal
and interest,  (ii) convert all of the principle and/or the interest into shares
of the Company's restricted common stock at a price equal to fifty cents ($0.50)
per share,  or (iii)  request  that the  Company  convert a fixed  amount of the
principal  and  interest due to lender,  into the  Company's  restricted  common
stock.  Robert and Nancy Zivitz  issued an extension of the maturity date of the
principle  and interest on each note to June 30, 2002.  In May 2002,  Robert and
Nancy  Zivitz,  converted  the  principal  amounts  of the notes,  $100,000  and
$50,000,  respectively,  into 300,000  shares of restricted  common stock of the
company.  The  interest  accrued  on the notes,  of  approximately  $23,000  and
approximately an additional $77,000 of cash was received, for which a subsequent
note was issued, in the amount of $100,000.

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

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

     In August 2002,  shareholders of the  corporation  executed two convertible
promissory  notes in the  amounts of $150,000  and  $40,000.  Each note  matured
during  September  2002.  The terms and  conditions of the notes provide for the
conversion of the principle,  interest or any portion thereof, at the discretion
of the note  holder,  into common stock of the  corporation  at a price of fifty
cents ($.50) per share,  and one increased  from an interest rate of ten percent
(10%) to fifteen  percent  (15%).  The notes have been  extended to December 31,
2003 or conversion, which ever occurs first.


                                       31
<PAGE>


     In September 2002,  officers and  shareholders of the corporation  issued a
notes to the Company in the amounts of $16,000 and  $20,000,  payable on demand,
with  an  interest  rate  of  eight  percent  (8%)  and  twelve  percent  (12%),
respectively.  During the year ended  September 30, 2003, the company  converted
approximately  $690,000 in notes  payable and interest  accrued into  restricted
common  stock of the  Company.  These notes  payable and accrued  interest  were
converted  into  common  stock at a price  of Fifty  Cents  ($0.50)  per  share.

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),  business
strategy,  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 is 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.  The
Company assumes no obligations to update any such forward-looking statements.

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.










                                       32
<PAGE>








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

                        Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



                                    Contents


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

Consolidated Financial Statements:

    Consolidated Balance Sheet..............................................F-2
    Consolidated Statements of Operations...................................F-3
    Consolidated Statements of Changes in Stockholders' Equity..............F-4
    Consolidated Statements of Cash Flows...................................F-14
    Notes to Consolidated Financial Statements..............................F-16









<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,  2003 and the  related  consolidated  statements  of  operations,
changes in  stockholders'  equity,  and cash flows for the years ended September
30, 2003 and 2002 and the period  September 8, 1999 (date of inception)  through
September  30,  2003.   These   consolidated   financial   statements   are  the
responsibility  of the management of RDC  International,  Inc. and  Subsidiaries
(the  "Company").   Our  responsibility  is  to  express  an  opinion  on  these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of the Company as of
September 30, 2003 and the results of its  operations and its cash flows for the
years ended  September 30, 2003 and 2002 and the period  September 8, 1999 (date
of  inception)   through  September  30,  2003  in  conformity  with  accounting
principles generally accepted in the United States of America.

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  $11,943,000
since inception, has used approximately $7,521,000 of cash from operations since
inception,  and has negative  working  capital of  approximately  $563,000 as of
September 30, 2003. 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.


/s/ Pender Newkirk & Company
Pender Newkirk & Company
Certified Public Accountants
Tampa, Florida
October 30, 2003

                                                                             F-1

<PAGE>

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

                           Consolidated Balance Sheet

                               September 30, 2003

<S>                                                                             <C>
Assets
Current assets:
    Cash                                                                        $        59,945
    Prepaid expenses and other current assets                                             9,969
                                                                                ---------------
Total current assets                                                                     69,914
                                                                                ---------------

Property and equipment, net of accumulated depreciation                                  37,869
                                                                                ---------------

Other assets:
    Software, net of accumulated amortization of $2,599,628                             519,925
    Other                                                                                16,016
                                                                                ----------------
Total other assets                                                                      535,941
                                                                                ---------------

                                                                                $       643,724

Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable, trade                                                     $       136,088
    Notes payable, stockholders                                                         208,380
    Accrued payroll and payroll taxes                                                   268,217
    Other accrued expenses                                                               19,859
                                                                                ----------------
Total current liabilities                                                               632,544
                                                                                ---------------

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;
        20,003,981 shares issued and outstanding                                          2,000
    Additional paid-in capital                                                       11,952,110
    Deficit accumulated during development stage                                    (11,942,930)
                                                                                ---------------
Total stockholders' equity                                                               11,180
                                                                                ---------------
                                                                                $       643,724
</TABLE>





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


<PAGE>


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

                      Consolidated Statements of Operations






                                                                                             Period September 8,
                                                                 Year Ended                      1999 (Date of
                                                                September 30,                Inception) through
                                                     ---------------------------------          September 30,
                                                           2003               2002                     2003
                                                     --------------------------------------------------------------
<S>                                                  <C>                <C>                    <C>
Sales                                                $       23,739     $        6,501         $        30,240

Cost of sales                                                19,417              5,396                  24,813
                                                     --------------------------------------------------------------

Gross profit                                                  4,322              1,105                   5,427

Operating costs and start-up expenses                     3,354,410          3,539,934              11,220,213
                                                     --------------------------------------------------------------

Net loss from operations                                 (3,350,088)        (3,538,829)            (11,214,786)

Other income                                                    662              2,501                  10,319

Interest expense                                           (429,388)          (150,670)               (738,463)
                                                     --------------------------------------------------------------

Net loss                                             $   (3,778,814)    $   (3,686,998)        $   (11,942,930)
                                                     ==============================================================

Net loss per share                                   $         (.21)    $         (.24)        $          (.93)
                                                     ==============================================================

Weighted average number of
    common shares                                        17,790,603         15,673,738              12,872,392
                                                     ==============================================================
</TABLE>










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


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

     Period September 8, 1999 (Date of Inception) through September 30, 2003
                                   (Unaudited)




                                                                           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 at $.0001 per share
    for services, July 2000                                           120,000                 12
Issuance of common stock at $1.00 per share
    for cash, July 2000                                                15,000                  1             14,999
Issuance of common stock at $1.00 per share
    for cash, August 2000                                             100,000                 10             99,990
Issuance of common stock at $1.00 per share
    for cash, September 2000                                            5,000                  1              4,999
Issuance of common stock at $1.00 per share
    for services, 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
</TABLE>





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

<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)
</TABLE>





                                                                             F-5



<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



                                                                           Common Stock                  Additional
                                                                 -------------------------------           Paid-In
                                                                    Shares           Amount                Capital
                                                                 --------------------------------------------------
<S>                                                              <C>                 <C>               <C>
Issuance of common stock at $1 per share for stock
    subscription, November 2000                                            189,080            20            189,060
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
</TABLE>



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

                                                                             F-6

<PAGE>










<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                <C>
                           (189,080)
                              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)
</TABLE>




                                                                             F-7


<PAGE>


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

                            Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



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


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

                                                                             F-8

<PAGE>










<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                <C>
                             19,985                                  19,985
                                                201,524             201,524
     (3,512,013)                                                 (3,512,013)
---------------------------------------------------------------------------
     (4,477,118)                  0            (162,187)          2,120,324

                                                                    274,400

                                                                    701,500

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

                                                                    485,500

                                                                    485,700

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

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

                                                                     79,121

                                                                     20,879
</TABLE>


                                                                             F-9


<PAGE>


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

                            Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



                                                                           Common Stock                  Additional
                                                                 -------------------------------           Paid-In
                                                                    Shares           Amount                Capital
                                                                 --------------------------------------------------
<S>                                                              <C>                 <C>               <C>
Issuance of common stock for marketing
    services, June 2002                                                     10,000             1              9,999
Issuance of common stock and warrants at
    $1 per share for cash, August 2002                                      25,000             3             24,997
Offering costs, August 2002
Amortization of offering costs, August 2002                                                                 (11,034)
Intrinsic value of beneficial conversion feature
    on convertible debt, August 2002                                                                         11,600
Issuance of detachable warrants in connection
    with convertible debt, August 2002                                                                       11,524
Net loss for the year
                                                                     ----------------------------------------------
Balance, September 30, 2002                                             16,499,847         1,650          9,221,358
Issuance of common stock at $1 per share for cash,
    October 2002                                                            10,000             1              9,999
Issuance of common stock at $1 per share for cash,
    December 2002                                                          184,000            18            183,982
Deferred offering costs, December 2002
Intrinsic value of beneficial conversion feature on
    convertible debt, December 2002                                                                          27,094
Issuance of detachable warrants in connection with
    convertible debt, December 2002                                                                           1,410
Issuance of rights to common stock shares in
    connection with convertible debt, December 2002                                                          52,317
Issuance of common stock at $1 per share for cash,
    January 2003                                                           302,263            30            302,233
Deferred offering costs, January 2003
Issuance of common stock at $1 per share for cash,
    February 2003                                                          404,262            40            404,222
Deferred offering costs, February 2003
</TABLE>


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

                                                                            F-10

<PAGE>










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

                                                                     25,000
                                                (10,050)            (10,050)
                                                 11,034

                                                                     11,600

                                                                     11,524
      (3,686,998)                                                (3,686,998)
---------------------------------------------------------------------------
      (8,164,116)                   0           (72,578)            986,314

                                                                     10,000

                                                                    184,000
                                                (33,120)            (33,120)

                                                                     27,094

                                                                      1,410

                                                                     52,317

                                                                    302,263
                                                (54,407)            (54,407)

                                                                    404,262
                                                (72,769)            (72,769)
</TABLE>


                                                                            F-11


<PAGE>


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

           Consolidated Statements of Changes in Stockholders' Equity

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



                                                                           Common Stock                  Additional
                                                                 -------------------------------           Paid-In
                                                                    Shares           Amount                Capital
                                                                 --------------------------------------------------
<S>                                                              <C>                 <C>               <C>
Issuance of common stock at $1 per share for cash,
    March 2003                                                             121,372            12            121,360
Deferred offering costs, March 2003
Amortization of offering costs, March 2003                                                                 (254,719)
Issuance of common stock at $1 per share for cash,
    April 2003                                                              26,737             3             26,734
Offering costs, April 2003                                                                                   (4,573)
Issuance of common stock at $1 per share for cash,
    May 2003                                                               184,000            18            183,982
Offering costs, May 2003                                                                                    (31,340)
Issuance of common stock at $1 per share for cash,
    June 2003                                                              678,000            68            677,932
Issuance of detachable warrants in connection with
    convertible debt, June 2003                                                                             106,829
Intrinsic value of beneficial conversion feature on
    convertible debt, June 2003                                                                             176,651
Issuance of common stock for settlement of notes
    payable, June 2003                                                   1,374,000           137            688,092
Offering costs, June 2003                                                                                  (121,240)
Issuance of common stock at $1 per share for cash,
    July 2003                                                               85,000             9             84,991
Offering costs, July 2003                                                                                   (15,300)
Issuance of common stock at $1 per share for cash,
    August 2003                                                             35,000             4             34,996
Offering costs, August 2003                                                                                  (6,300)
Issuance of common stock at $1 per share for cash,
    September 2003                                                          99,500            10             99,490
Offering costs, September 2003                                                                              (18,090)
Net loss for the period
                                                                     ----------------------------------------------
Balance, September 30, 2003                                             20,003,981    $    2,000    $    11,952,110
                                                                     ==============================================
</TABLE>

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

                                                                            F-12

<PAGE>










<TABLE>
<CAPTION>
     Deficit
Accumulated
     During                                Deferred
Development                Stock           Offering
      Stage           Subscription            Costs               Total
---------------------------------------------------------------------------
<S>                     <C>                <C>                <C>
                                                                    121,372
                                                (21,845)            (21,845)
                                                254,719

                                                                     26,737
                                                                     (4,573)

                                                                    184,000
                                                                    (31,340)

                                                                    678,000

                                                                    106,829

                                                                    176,651

                                                                    688,229
                                                                   (121,240)

                                                                     85,000
                                                                    (15,300)

                                                                     35,000
                                                                     (6,300)

                                                                     99,500
                                                                    (18,090)
      (3,778,814)                                                (3,778,814)
---------------------------------------------------------------------------
$    (11,942,930)     $             0      $          0       $      11,180
===========================================================================
</TABLE>

                                                                            F-13


<PAGE>


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

                      Consolidated Statements of Cash Flows



                                                                                               Period September 8,
                                                                             Year Ended             1999 (Date of
                                                                           September 30,         Inception) through
                                                            ------------------------------          September 30,
                                                                   2003             2002                   2003
                                                            -------------------------------------------------------
<S>                                                         <C>              <C>                  <C>
Operating activities
    Net loss                                                $  (3,778,814)   $  (3,686,998)       $ (11,942,930)
                                                            -------------------------------------------------------
    Adjustments to reconcile net loss to net cash used
        by operating activities:
           Depreciation                                           166,069          165,466              449,031
           Amortization of software                             1,039,852        1,039,851            2,599,634
           Amortization of discounts on notes payable             364,300          123,124              637,424
           Provision for uncollectible financing costs             44,000                                44,000
           Common stock issued for services                                         10,000               10,000
           Write-off of deferred offering costs                                                         201,524
           Increase in employee receivables                                         (5,539)              (7,739)
           Increase in prepaids and other assets                  (17,153)         (26,127)             (62,246)
           Increase (decrease) in accounts payable and
               accrued expenses                                    73,388         (286,234)             550,745
                                                            -------------------------------------------------------
    Total adjustments                                           1,670,456        1,020,541            4,422,373
                                                            -------------------------------------------------------
    Net cash used by operating activities                      (2,108,358)      (2,666,457)          (7,520,557)
                                                            -------------------------------------------------------

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

Financing activities
    Proceeds from issuance of notes payable                       510,900          424,483            1,179,383
    Payments on notes payable and accrued interest               (122,660)          (3,000)            (246,307)
    Proceeds from issuance of common stock                      2,130,136        2,828,181           11,193,408
    Offering costs                                               (363,551)                             (991,149)
    Deferred offering costs                                                       (563,699)
                                                            -------------------------------------------------------
    Net cash provided by financing activities                   2,154,825        2,685,965           11,135,335
                                                            -------------------------------------------------------

Net increase in cash                                               46,467           12,286               59,945

Cash at beginning of year/period                                   13,478            1,192
                                                            -------------------------------------------------------

Cash at end of year/period                                  $      59,945    $      13,478        $      59,945
                                                            =======================================================

Supplemental disclosures of cash flow information and
noncash investing and financing activities:

        Cash paid during the year/period for interest       $       4,660    $      21,581        $      36,442
                                                            =======================================================
</TABLE>

     At September 30, 2003,  accounts  payable included $15,434 due for offering
costs.

     During the year ended September 30, 2003, the Company  applied  $254,721 of
     deferred offering costs against paid in capital.

     During the year ended  September  30, 2003,  the Company  issued  1,374,000
     shares of common stock in satisfaction of notes payable and related accrued
     interest in the amount of $688,229.


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

                                                                            F-14


<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, 2003, the Company  recorded a discount
     on debt of $364,300 based on the fair value of associated warrants,  rights
     to common stock shares, and beneficial conversion features.

     During the year ended September 30, 2003, the Company  exchanged $56,480 in
     accrued  interest and payable for a non-interest  bearing note payable to a
     shareholder in the amount of $56,480.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

                                                                            F-15


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003


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

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

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

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







                                                                            F-16


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



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  $11,943,000 since inception,
has used approximately  $7,521,000 of cash from operations since inception,  and
has negative working capital of approximately $563,000 as of September 30, 2003.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.

The Company currently has an outstanding offering consisting of 5,500,000 shares
of common stock with each share valued at $1.00. Investors purchasing 100,000 to
300,000  shares will be issued  warrants to purchase 25 percent of the shares at
an exercise price of $1.50.  Investors  purchasing more than 300,000 shares will
be issued  warrants  to purchase  an  additional  50 percent of the shares at an
exercise  price of $1.50.  Management  presently  believes that the funds raised
from the private  placement  offering and sales from operations will be adequate
to fund  operations  for the next 12 months,  although no assurance can be given
regarding   these   matters.   Subsequent  to  year-end,   the  Company   raised
approximately $159,000 by means of the current offering.


3.   Significant Accounting Policies

The significant accounting policies followed are:

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

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




                                                                            F-17


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



3.   Significant Accounting Policies (continued)

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

     The Company  accounts for software  development  costs in  accordance  with
     Statement  of  Financial   Accounting  Standards  No.  86  (SFAS  No.  86),
     "Accounting  for the Costs of  Computer  Software  to be Sold,  Leased,  or
     Otherwise  Marketed."  On October 1, 2000,  the Company  met  technological
     feasibility  as  defined  by SFAS No. 86 and began to  capitalize  software
     costs.  Per SFAS No. 86,  costs shall be  capitalized  until the product is
     available  for general  release to customers.  The  Company's  software was
     released and available for sale on April 1, 2001.  The Company  capitalized
     costs of approximately $3,120,000. Annual amortization of these costs shall
     be the greater of the amount  computed  using the ratio that current  gross
     revenues of the product bear to total  current and  estimated  revenues for
     the  product  or the  straight-line  method  over the  remaining  estimated
     economic  life of the product.  For the years ended  September 30, 2003 and
     2002 and the period September 8, 1999 (date of inception) through September
     30, 2003,  costs were  amortized  using the  straight-line  method over the
     remaining economic life of the product, which is three years.  Amortization
     expense  for the years  ended  September  30,  2003 and 2002 and the period
     September 8, 1999 (date of inception)  through  September 30, 2003 amounted
     to $1,039,852, $1,039,851, and $2,599,634, respectively.

     Research and  development  costs are charged to operations  when  incurred.
     Costs associated with product  enhancements  have been expensed as incurred
     due to the uncertainty of their recoverability. The amounts charged for the
     years ended  September  30, 2003 and 2002 and the period  September 8, 1999
     (date of inception)  through  September 30, 2003 amounted to  approximately
     $194,000, $257,000, and $470,000, respectively.






                                                                            F-18


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



3.   Significant Accounting Policies (continued)

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

     Advertising  costs  (except  for  costs  associated  with   direct-response
     advertising)  are  charged  to  operations  when  incurred.  The  costs for
     direct-response  advertising  are capitalized and amortized over the period
     during  which future  benefits  are  expected to be  received.  Advertising
     expense  for the years  ended  September  30,  2003 and 2002 and the period
     September 8, 1999 (date of inception)  through  September 30, 2003 amounted
     to   $22,585,   $35,837,   and   $158,853,   respectively.   There  was  no
     direct-response advertising during any of the periods presented.

     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,  2003 and 2002 and the  period  September  8, 1999  (date of
     inception)  through  September  30, 2003  amounted to $0, $0, and $201,524,
     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 is based on the  weighted  average  number of common  shares
     outstanding.  All loss per  share  amounts  in the  consolidated  financial
     statements are basic loss per share, as defined by SFAS No. 128,  "Earnings
     Per Share."  Potential  securities  were not considered in the  calculation
     since their effect would be anti-dilutive.






                                                                            F-19


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



3.   Significant Accounting Policies (continued)

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

     The Financial Accounting Standards Board issued Statement No. 123 (FASB No.
     123), "Accounting for Stock-Based Compensation," effective for fiscal years
     beginning after December 15, 1995. FASB No. 123 provides that expense equal
     to the fair  value of all  stock-based  awards  on the date of the grant be
     recognized over the vesting period.  Alternatively,  this statement  allows
     entities to continue to apply the provisions of Accounting Principles Board
     Opinion No. 25,  "Accounting  for Stock Issued to Employees"  (APB 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 No.  25 and  provide  pro forma
     disclosure of the provisions of FASB No. 123. No  compensation  expense was
     recorded  under APB No. 25 during the years  ended  September  30, 2003 and
     2002 as no  stock-based  compensation  awards  were  granted  during  these
     periods.

     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
     Interpretation  No. 46,  "Consolidation of Variable Interest  Entities,  an
     Interpretation    of   Accounting    Research   Bulletin   No.   51"   (the
     "Interpretation").   The  Interpretation   requires  the  consolidation  of
     variable interest entities in which an enterprise absorbs a majority of the
     entity's  expected  losses,  receives a majority of the  entity's  expected
     residual returns, or both, as a result of ownership,  contractual, or other
     financial  interests  in the  entity.  Currently,  entities  are  generally
     consolidated  by an enterprise  that has a controlling  financial  interest
     through  ownership  of a  majority  voting  interest  in  the  entity.  The
     Interpretation was originally  immediately  effective for variable interest
     entities  created  after  January 31,  2003,  and  effective  in the fourth
     quarter of the Company's fiscal 2003 for those created prior to February 1,
     2003.  However,  in October 2003,  the FASB deferred the effective date for
     those variable  interest  entities created prior to February 1, 2003, until
     the Company's  first quarter of fiscal 2004. The Company has  substantially
     completed the process of evaluating  this  interpretation  and believes its
     adoption  will not have a  material  impact on its  consolidated  financial
     statements.


                                                                            F-20


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



4.   Property and Equipment

Property and equipment at September 30, 2003 consist of:

        Leasehold improvements                    $    29,889
        Equipment                                     379,869
        Furniture and fixtures                         77,142
                                                  -----------
                                                      486,900
        Less accumulated depreciation                 449,031
                                                  -----------
                                                  $    37,869


5.   Notes Payable, Stockholders

Notes payable, stockholders at September 30, 2003 consist of:

Convertible note payable, stockholder; non-interest bearing;
due on demand;  unsecured (the note holder has the option to
convert  all or a portion of the note and  accrued  interest
into common stock at a conversion rate of $.50 per share)          $     56,480

Notes  payable,  stockholders;  interest  at  8.0%;  due  on
demand; unsecured                                                       131,900

Note payable, stockholder; interest at 12.5%; due on demand;
unsecured                                                                20,000
                                                                   ------------
Amounts currently due                                              $    208,380
                                                                   ============

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

During the year ended September 30, 2003, the Company issued  convertible  notes
totaling  $476,480.  Upon issuance,  the Company incurred a debt discount in the
amount  of  $364,300  as a  result  of the  intrinsic  value  of the  beneficial
conversion  feature  and the  detachable  warrants  described  in  Note 6.  This
discount was amortized over the original life of the notes,  which range between
one to three  months.  As of  September  30,  2003,  the debt  discount is fully
amortized.  These notes were  converted  into common stock during the year ended
September 30, 2003.



                                                                            F-21


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



5.   Notes Payable, Stockholders (continued)

During the year ended  September  30, 2002,  the Company  signed an agreement to
obtain a guarantee of an unrelated  company who would pledge up to $4,000,000 of
investments as collateral to assist the Company in obtaining a loan.

In June  2003,  the  Company  ended  all  relationships  with this  company  and
cancelled the existing  contract under the terms of the  agreement.  The Company
expensed $44,000 of prepaid  financing.  No stock in the Company had been issued
under the terms and conditions of the agreement.


6.   Warrants

In connection with the issuance of $476,480 of convertible  debt as described in
Note 6, $108,239 of the proceeds have been  allocated to the 469,000  detachable
stock warrants issued with the debt. Upon surrender of warrants, the holders are
entitled to purchase  shares of the Company's  common stock.  The exercise price
ranges  between  $.75 per  share and $1.50 per  share.  The  warrants  expire on
January 31, 2004.

At  September  30,  2003,  the  Company  had  outstanding  warrants  to purchase
5,130,525  shares of the Company's  common stock at prices  ranging from $.25 to
$1.50 per share.  The warrants became  exercisable on January 1, 2001 and expire
on  January  31,  2004.  To  date,  no  warrants  have  been  exercised  by  any
stockholder.

The fair value of each warrant  granted is estimated on the grant date using the
Black-Scholes  option  pricing  model.  The following  assumptions  were made in
estimating fair value:

                                       2003                          2002
                            ----------------------------------------------------
Dividend yield                       0.0%                            0.00%
Risk-free interest rate       1.31% - 2.31% 2.91% - 3.63%
Expected life               3 months to 11 months                    23 months
Expected volatility                  116%                            116%







                                                                            F-22


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



6.   Warrants (continued)

The  following is a summary of the status of warrant  activity  during the years
ended September 30, 2003 and 2002:

                                                                       Weighted
                                                                       Average
                                                    Number of          Exercise
                                                    Warrants            Price
                                                 -------------------------------
Outstanding, October 1, 2001                        1,863,125         $ 1.50
Granted                                             1,170,000           1.18
                                                 -------------------------------
Outstanding and exercisable, September 30, 2002     3,033,125           1.38
Granted                                             2,097,400           1.34
                                                 -------------------------------
Outstanding and exercisable, September 30, 2003     5,130,525         $ 1.36
                                                 ===============================

Weighted average fair value of warrants granted
  during the year ended September 30, 2002                            $  .59
                                                                   =============

Weighted average fair value of warrants granted
  during the year ended September 30, 2003                            $  .34
                                                                   =============

The  following is a summary of the status of  outstanding  warrants at September
30, 2003:

                      Warrants Outstanding and Exercisable

                                    Weighted
                                      Average                     Weighted
Exercise         Number             Remaining                      Average
   Price      Outstanding        Contractual Life              Exercise Price
------------------------------------------------------------------------------
 $.25             300,000             .33                        $.25
 $.75             454,000             .33                        $.75
$1.50           4,376,525             .33                       $1.50


7.   Commitments and Contingencies

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


                                                                            F-23


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



7.   Commitments and Contingencies (continued)

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

As of September 30, 2003 and 2002, the amount of unpaid  officer  salaries under
these agreements are approximately $140,000 and $132,000, respectively.

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,
             2004                  $171,028
                                   ========
             2005                  $177,892
                                   ========
             2006                   $14,892
                                   ========

Rent expense  amounted to $191,640,  $175,996,  and $508,638 for the years ended
September 30, 2003 and 2002 and the period September 8, 1999 (date of inception)
through September 30, 2003, respectively.















                                                                            F-24


<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



8.   Income Taxes

A  reconciliation  of  income  taxes  at the  statutory  rate  to the  Company's
effective rate is as follows:

<TABLE>
<CAPTION>
                                                                           Period September 8,
                                                    Year Ended                  1999 (Date of
                                                   September 30,            Inception) through
                                        ------------------------------          September 30
                                             2003             2002                   2003
                                        -------------------------------------------------------
<S>                                     <C>              <C>                   <C>
Statutory benefit                       $  (1,285,000)   $    (1,254,000)      $   (4,061,000)
State taxes, net of federal effect           (137,000)          (134,000)            (433,000)
Non-deductible expenses                         1,000              5,000                6,000
Increase in deferred income tax
   valuation allowance                      1,421,000          1,383,000            4,488,000
                                        -------------------------------------------------------
 Income tax benefit                     $           0   $              0       $            0
                                        =======================================================
</TABLE>

The Company incurred tax losses since inception; therefore, no tax liability has
been incurred for the years ended September 30, 2003 and 2002.

Deferred tax assets arise from the following  approximate  temporary differences
and are classified as follows as of September 30, 2003:

Deferred tax asset:
   Net operating loss carryforward           $      3,972,000
   Software amortization                              391,000
   Accrued payroll                                     87,000
   Accrued penalties and interest                      36,000
   Start-up expenses amortization                       2,000
   Valuation allowance                             (4,488,000)
                                             ----------------
                                             $              0
                                             ================

The  valuation  allowance at September 30, 2003 of  approximately  $4,488,000 is
based on evidence  that the  realization  of the deferred tax asset could not be
considered  more likely than not. Such  valuation  allowance may be increased or
decreased in the future based on the  likelihood  of  achieving  future  taxable
earnings.

As of  September  30,  2003,  the  Company had  available  federal and state net
operating loss  carryforwards  of  approximately  $10,558,000 that will begin to
expire in September 2019.



                                                                            F-25

<PAGE>


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

                   Notes to Consolidated Financial Statements

                   Years Ended September 30, 2003 and 2002 and
                  Period September 8, 1999 (Date of Inception)
                           through September 30, 2003



9.   Stock Option Plan

On January 1, 2001,  the  Company  adopted an  employee  stock  option plan (the
"Plan").  Options  under  this  Plan  are  issued  to  all  employees  based  on
performance. As of September 30, 2003, no options have been granted.

In June 2003, members of the Board of Directors unanimously voted to rescind the
Board Option Plan  installed on October 1, 2001. In addition,  all Board members
waived any rights,  past and future, to any options that would have been granted
under the then existing  plan.  Under the new plan,  adopted on October 1, 2003,
each Board member, including those employed by the Company, shall be granted the
option to purchase 60,000 shares of the Company's  restricted  common stock at a
price equal to 35 percent of the market price at the exercise date. A maximum of
33.3 percent of the total options granted (20,000 shares) are exercisable  after
each year.  The exercise date for each year is October 1, 2004,  2005, and 2006,
with a 30-day grace period after the exercise date.  Options  unexercised  after
the exercise  dates each year shall be  forfeited.  Options  unexercised  by any
Board member  departing  from the Board,  unless  there is a prior  agreement in
place, are forfeited.







                [BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK.]













                                                                            F-26




<PAGE>

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.

Item 8A. Controls and Procedures

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

(i)  this  Annual  Report on Form  10-KSB  contains  any untrue  statement  of a
     material  fact or omits  to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made, not misleading with respect to the period covered by this Annual
     Report on Form 10-KSB, and
(ii) the financial statements,  and other financial information included in this
     Annual Report on Form 10-KSB,  fairly present in all material  respects the
     financial condition, results of operations and cash flows of the Company as
     of, and for, the periods  presented  in this Annual  Report on Form 10-KSB.
     There have been no significant  changes in the Company's  internal controls
     or in other  factors  since the date of the Chief  Executive  Officer's and
     Chief Financial Officer's  evaluation that could significantly affect these
     internal  controls,  including  any  corrective  actions  with  regards  to
     significant deficiencies and material weaknesses.

Critical Accounting Policies and Procedures

     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." Once
the Company's  product meets  technology  feasibility as defined by SFAS No. 86,
cost  associated  with the  development  are  capitalized,  until the product is
available for general release to customers.  The company's  annual  amortized of
these  costs is  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.

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

     Research and development costs are charged to operations when incurred.






                                       59
<PAGE>



                                    PART III

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

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


Name                       Age      Position(s) with Company
---------------            ---      --------------------------------------
John Harkola               51       Chairman and Chief Executive Officer
Anthony Cella              58       Vice-Chairman and Chief Financial Officer
Clifford Tager             45       Director and Secretary
Ben Dickens                51       Director
Alan Reiter                51       Director
Brad Vossler               47       Director
Philip Leone               70       Director
Louis Fiore                65       Director

(1)  All directors hold office until the next annual meeting of our 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  our  executive
     officers and/or directors.

Family Relationships

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

Business Experience

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

     Anthony  A.  Cella,  C.P.A.,  Director  and Vice  Chairman  of the Board Of
Director,  is Chief Financial Officer. 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.



                                       60
<PAGE>


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

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

     Philip E. Leone,  Director, a semi-retired CPA, is President/Owner of Leone
& Associates,  P.A. an accounting firm  established in 1991 formerly  located in
Palm Beach Gardens,  Florida.  Presently,  Mr. Leone performs Trustee duties for
Trusts  based  in New York  City  and  Sarasota.  Mr.  Leone is a member  of the
American,  Pennsylvania and Florida Institutes of Certified Public  Accountants.
He came to Florida as  Partner-in-Charge  to open the West Palm Beach  office of
BDO/Seidman  in 1985.  Mr.  Leone was a partner  with  Peat,  Marwick,  & CO for
fifteen years  serving in their  Milwaukee,  Houston,  New York City and Detroit
offices.  Phil held  responsible  chief financial  officer  positions with major
companies in Detroit,  Pittsburgh  and Portland,  Oregon.  He was a manager with
Touche Ross & CO in their Chicago and Pittsburgh offices. He was a member of the
Board of Directors and Executive Committee of the Better Business Bureau of Palm
Beach County for twelve (12) years. Mr. Leone is graduate of Duquesne University
with honors. He served in the United States Air Force as an officer.

     Louis T. Fiore,  Director,  is a Past  President  of CSAA  (1997-1999)  and
President of L.T. Fiore,  Inc. In 1999, he was appointed by President Clinton to
serve in the  "America  Burning"  panel,  charged  to review  the role of "first
responders."  His  practice  includes  the use of wireless  and the Internet for
alarm transmission as well as regulatory issues for security systems in general.
He assists  clients on  selection  of products and services as well as attaining
listings for their products or facilities  and has listed  several  technologies
not previously  covered by existing  standards and was the 1992 recipient of the
Security  Industry  Association's  (SIA) George Lippert  Memorial Award. He also
serves as Chairman of Central Station Alarm Association's  (CSAA) Alarm Industry
Communications  Committee  (AICC) and  Standards  Committee.  He is the  current
chairman of the SIA's Security  Industry  Standards Council (SISC). He is a long
time  member of the  Supervising  Station  Committee  of NFPA 72.  Fiore holds a
Bachelor  and  Master  in  Electrical  Engineering  and  a  Master  of  Business
Administration.  Fiore's  career also includes posts at CBS  Laboratories,  Inc.
(1964-1973), Manager of Product Development at ADT Security Systems (1973-1981),
President  and  Co-founder  of Cardinal  Technologies,  Inc.  (1981-1983),  Vice
President and General Manager of the Security  Products  Division of Repco, Inc.
(1983-1987),  and Vice  President of  Engineering  and  Purchasing  for National
Guardian Corporation (1987-1996).

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.


                                       61
<PAGE>



Item 10. Executive Compensation

<TABLE>
<CAPTION>
Name and               Year     Annual         Annual      Annual       LT            LT            LTIP         All Other
Principal                       Comp           Comp        Comp         Comp         Comp           Payouts      Comp (1)
Position                        Salary         Bonus       Other        Rest         Options
                                   (1)         ($)                      Stock
=================== = ======== ============== =========== ============ ============ ============== ============ =============
<S>                   <C>      <C>            <C>         <C>          <C>          <C>            <C>          <C>
John Harkola,         1999     $9,200
Chairman
and CEO               2000     $110,000                                                                         $26,992
                                                                                                                (relocation)
                      2001     $160,000                       $12,000                                           $849
                                                                   (2)                                          (expenses)
                      2002     $189,750                       $12,000                                           $2,963
                                       (2)
                      2003     $213,000                       $12,000                                              0
-------------------                                                (2)
Anthony               1999     $0
Cella, Vice-
Chairman and          2000     $80,000                                                                          $6,909
Director                                                                                                        (expenses)
                      2001     $160,000                       $12,000                                           $585
                                                                   (2)                                          (expenses)
                      2002     $182,500                       $12,000                                           $6,070
                                       (2)
                      2003     $190,000                       $12,000                                             0
-------------------
Clifford              1999     $0
Tager,
Secretary and         2000     $0                                                                               $51,750
Director                                                                                                        (legal fees)
                      2001     $0

                      2002     $0                                                                               $44,404
                                                                                                                 (legal fees)
                      2003     $0
-------------------
Benjamin              1999     $0
Dickens,
Director              2000     $0

                      2001     $0                                                                               $2,700
                                                                                                                (expenses)
                      2002     $0                                                                               $2,700
                                                                                                                (expenses)
                      2003     $0
-------------------
Alan Reiter,          1999     $0
Director
                      2000     $0

                      2001     $0                                                                               $40,692(3)
                                                                                                                (consulting)
                      2002     $0                                                                               $15,492
                                                                                                                (consulting)
                      2003     $0
-------------------
Brad Vossler,         1999     $0
Director
                      2000     $0

                      2001     $0                                                                               $20,000(4)
                                                                                                                (consulting)
                      2002     $0

                      2003     $0
-------------------


                                       62
<PAGE>


Philip Leone          1999     $0
                      2000     $0
                      2001     $0
                      2002     $0
                      2003     $0
-------------------
Louis Fiore           1999     $0
                      2000     $0
                      2001     $0
                      2002     $0
                      2003     $0
</TABLE>

(1)  All other compensation  includes certain health and life insurance benefits
     paid by the Company on behalf of its employees.
(2)  Under their  respective  employment  agreements,  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  arrangement  with  regard to its  directors
receiving  compensation  for services on the Board of Directors or any committee
thereof, but directors may be reimbursed for certain expenses in connection with
attendance at Board and committee  meetings and other services performed for the
Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     The  following  table sets forth  information  as of  September  30,  2003,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.

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

John Harkola(1)             Common          1,265,000           6.3%

Anthony Cella(1)            Common            385,000           1.9%

Clifford Tager(1)           Common            330,000           1.6%

Benjamin Dickens(1)           --                0               0.0%

Alan Reiter(1)              Common             40,000           0.2%

Brad Vossler(1)             Common            600,000           3.0%

Philip Leone                  --                0               0.0%

Louis T. Fiore                --                0               0.0%

All Executive Officers      Common           2,620,000         13.0%
and Directors as a Group
(Eight (8) persons)
-------------------------
(1)  The address for each of the above is c/o RDC International,  Inc. 1819 Main
     Street, Suite 702, Sarasota, FL 34236.

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


                                       63
<PAGE>


Item 12. Certain Relationships and Related Transactions

     In July 2001 we 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
matured on September 30, 2001.  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.  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 our  restricted  common stock at a
price equal to fifty cents ($0.50) per share, or (iii) request that we convert a
fixed amount of the  principal and interest due to lender,  into our  restricted
common stock.  To date, no election has been made by the lenders.  The notes and
accrued interest remain outstanding.  For such offering, the Company relied upon
the Rule 506 and Section 517.061(11) of the Florida Code.

     In June and July 2002,  Anthony  A.  Cella,  our  current  Chief  Financial
Officer, lent the Company a combined $105,000.  The indebtedness is evidenced by
three  promissory  notes, all payable on demand and all of which accrue interest
at a rate of eight percent (8%) per annum.

     In July and  September  2002,  John Harkola,  our current  Chief  Executive
Officer,  lent the Company a combined $31,000.  The indebtedness is evidenced by
two  promissory  notes,  both of which are  payable  on demand and both of which
accrue interest at a rate of eight percent (8%) per annum.

     On  September  30,  2003,  accrued  salaries  and  taxes  payable  included
approximately  $190,000 in salaries and taxes that are payable to Messrs.  Cella
and Harkola,  our current Chief Financial  Officer and Chief Executive  Officer,
respectively.  The amounts consist of salaries and the related taxes due for the
years ended September 30, 2003,  2002 and 2001,  which were unpaid at that time.
Messrs.  Cella and Harkola  have  agreed not to accept a note  payable for these
amounts  due and have also  waived  any  interest  that  could be  computed  and
charged.

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

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

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

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

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

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

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

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

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

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

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

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


                                       64
<PAGE>

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

31.1      *       Section  302 Sarbanes-Oxley Certification by Chief Executive Officer.

31.2      *       Section  302 Sarbanes-Oxley Certification by Chief Financial Officer.

32.1      *       Section  906 Sarbanes-Oxley Certification by Chief Executive Officer.

32.2      *       Section  906 Sarbanes-Oxley Certification by Chief Financial Officer.
</TABLE>


                                       65
<PAGE>


* Filed herewith.

[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed February 22, 2000.
[2]  Previously  filed with the Company's  Current Report on Form 8-K filed July
     14, 2000.
[3]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 21, 2000.
[4]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     January 16, 2001.
[5]  Previously  filed with the  Company's  Annual  Report on Form  10KSB  filed
     December 31, 2001.
[6]  Previously  filed with the Company's  Quarterly  Report on Form 10QSB filed
     August 16, 2002.

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













                                       66
<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 29, 2003

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/ Brad Vossler
-----------------------------------------
Brad Vossler, Director

By:/s/ Philip Leone
-----------------------------------------
Philip Leone, Director

By:/s/ Louis T. Fiore
-----------------------------------------
Louis T. Fiore, Director

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

Signature                            Title                      Date

/s/ John Harkola                    Chairman and CEO           December 29, 2003
-----------------------------
John Harkola

/s/ Anthony Cella                   CFO and Vice-Chairman      December 29, 2003
-----------------------------
Anthony Cella

/s/ Clifford Tager                  Secretary and Director     December 29, 2003
-----------------------------
Clifford Tager

/s/ Benjamin Dickens                Director                   December 29, 2003
-----------------------------
Benjamin Dickens

/s/ Brad Vossler                    Director                   December 29, 2003
-----------------------------
Brad Vossler

/s/ Philip Leone                    Director                   December 29, 2003
----------------------------
Philip Leone

/s/ Louis T. Fiore                  Director                   December 29, 2003
----------------------------
Louis T. Fiore

                                       67