RTR Inc – ‘10KSB’ for 12/31/02

On:  Monday, 9/8/03, at 2:00pm ET   ·   For:  12/31/02   ·   Accession #:  1144204-3-5400   ·   File #:  0-49932

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       23     83K 
 2: EX-99.1     Miscellaneous Exhibit                                  1      6K 
 3: EX-99.2     Miscellaneous Exhibit                                  1      6K 

10KSB   —   Annual Report — Small Business
Document Table of Contents

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 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSSION
WASHINGTON, D.C. 20549

 FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934: For the fiscal year ending December 31, 2002                    

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934: For the transition period from _________ to _________        

 Commission file number: 000-49932
 RTR, INC.
(Name of small business issuer in its charter)

  Delaware                                33-1000768
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)                                                

C/O Riggs & Associates LLC
18 Leonard Farms Way
 Wethersfield, CT, 06109
(Address of Principal executive offices)

(860) 529-6500
 Issuer's telephone number

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

Common Share Par Value, $.0001                                                  
(Title of each Class)                                             

Securities registered under Section 12(g) of the Exchange Act:  None            

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such a 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. [X] Yes [ ] No        

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-K is not  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 II of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]                                       

The issuer's revenues for its most recent fiscal year:  $0.00                   

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  based on the average bid and asked price of such common  equity,
as of December 31, 2002 was approximately $-0-                                  

The number of shares of Common  Stock  outstanding,  as of December 31, 2002 was
9,000,000.                                                                      

Transitional Small Business Disclosure Format (check one): Yes ____; No  X      

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 RTR, INC.
ANNUAL REPORT ON FORM 10-KSB

 FOR FISCAL YEAR ENDED December 31, 2002

 INDEX
                                                                        Page No:

PART I..................................................................       3

ITEM 1.           DESCRIPTION OF BUSINESS...............................       3
ITEM 2.           DESCRIPTION OF PROPERTY...............................       5
ITEM 3.           LEGAL PROCEEDINGS.....................................       5
ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY                   
                  HOLDEDRS..............................................       5

PART II.................................................................       6

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED                          
                  STOCKHOLDER MATTERS...................................       6
ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF               
                  OPERATION.............................................       7
ITEM 7.           FINANCIAL STATEMENTS..................................       9
ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                 
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE................      10

PART III................................................................      10

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND                  
      CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF
                  THE EXCHANGE ACT......................................      10
ITEM 10           EXECUTIVE COMPENSATION................................      10
ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWERNS               
                  AND MANGAEMENT........................................      11
ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........      13
ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K......................      13

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PART I

Item 1.       DESCRIPTION OF BUSINESS                                           

Business Development:                                                           
---------------------                                                           

Forward Looking Statements                                                      

This Form 10-SB  contains  "forward-looking"  statements  that involve risks and
uncertainties.  Forward-looking  statements that include statements about future
business  plans  and  strategies,  and  most  other  statements  those  are  not
historical  in nature.  Because  forward-looking  statements  involve  risks and
uncertainties,  there are factors,  including those discussed below,  that could
cause  actual  results  to be  materially  different  from any  future  results,
performance or achievements  expressed or implied.  Accordingly,  readers should
not  place  undue  reliance  on  forward-looking  statements.  We  undertake  no
obligation  to  publicly  release the result of any  revision  of these  forward
looking  statements to reflect events or  circumstances  after the date they are
made or to  reflect  the  occurrence  of  unanticipated  events.                

History of the Company                                                          

The Company was  incorporated on April 12, 2002,  under the laws of the State of
Delaware. The Company has never had any operations or assets since inception.   

Industry Overview and Opportunity                                               

Currently, the Company is seeking a favorable a business opportunity to acquire.
Other than the following letter of intent,  the Company has not entered into any
other agreement,  nor does it have any commitment or understanding to enter into
or become engaged in a transaction as of the date of this filing. If the Company
does not consummate the following  transaction it will continue to  investigate,
review,  and  evaluate  business  opportunities  as they become  available.  The
Company cannot now predict what type of business it may ultimately enter into or
acquire.  It is emphasized  that the business  objectives  discussed  herein are
extremely  general and are not intended to be  restrictive  on the discretion of
the Company's management.                                                       

On July 18 , 2003 the company entered into a non binding "letter of intent" with
Vistula  Communications  Services  Limited  (Vistula)  whereby the company  will
issues  8,100,000  shares  of RTR `s  common  stock  in  exchange  for  all  the
outstanding shares of Vistula,  thereby making Vistula a wholly owned subsidiary
of RTR. Prior to the issuance of the new shares the management of RTR intends to
cause a 1 for 10  reverse  stock  split.  Vistula  is in the  Telecommunications
Industry.                                                                       

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Market Overview                                                                 

It is anticipated that business opportunities will be identified for the Company
through its officers and directors and through professional advisors,  including
members of the financial and legal community.                                   

In seeking a business venture, the decision of management will not be controlled
by an attempt to take  advantage of any  anticipated  or  perceived  appeal of a
specific  industry,  but will be  based on the  business  objective  of  seeking
long-term capital appreciation in the real value of the Company.                

Recent Transaction                                                              

On July 18, 2003 the company entered into a nonbinding  letter of intent whereby
"Vistula  Communications  Services Limited"  (Vistula) Cardlink Services Limited
will  become  wholly  owned  subsidiaries  of the company  upon the  issuance of
8,100,000 of the Company's  voting  common  stock.  Prior to the issuance of the
shares,  management  of RTR will cause a 1 for 10 reverse  split  (resulting  in
900,000 shares  outstanding.)  Additionally,  immediately upon the completion of
the merger the combined company will cause a registration  statement to be filed
containing all  shareholders to be selling  shareholders.  It's the intention of
management that there will not be any proceeds from this offering.              

Vistula [a company  incorporated  in  Delaware]  is a  provider  of value  added
services to Tier 1 and Tier 2  Telecommunications  Carriers and Transit  Network
Operators  throughout  the  world.  The  company  has  two  principal  operating
divisions:  Vistula Limited (US, UK) and Cardlink Services Limited (US, UK). The
company  maintains  offices in  Chicago  (US) and London  (UK).  The  company is
focused on providing  high margin  services to carriers  and network  operators.
Both are free of long-term debt free.                                           

Cardlink  Services  Limited has developed a product  suite which enables  mobile
operators  throughout  the world to  process  prepayments  from  "pay-as-you-go"
customers  electronically.  The market for these  services is expanding  rapidly
both in the  developed  and in the  underdeveloped  regions;  and  Cardlink  has
established a number of key  relationships  which management  believe will be of
significant value as new operators throughout the world are signed up. The first
of the Cardlink  Electronic Top Up (ETU) products was launched in the UK in July
2001 and  provided  functionality  for  Vodafone,  Orange,  MMO2  and  T-Mobile.
Management  believes  that the  potential  for providing ETU services in markets
where mobile  telephony is growing  rapidly  will create  significant  long-term
growth for the  company.  Cardlink  typically  receives  1% of the total  mobile
revenues  transacted through the Cardlink system. This results in Cardlink being
a  beneficiary  of the  increase in mobile  telephony  revenues  without  having
invested any capital in building infrastructure.                                

Vistula  Limited   occupies  a  similar  dynamic  as  a  supplier  of  wholesale
telecommunications  services  to Tier 1 and Tier 2 carriers.  The  company  owns
switching facilities in London and New York and has interconnect agreements with
suppliers and customers in both  locations.  The company has no long-term  debt,

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owns all of its  fixed  equipment  outright  and has  lines of  credit  in place
enabling it to securing new contracts.                                          

Management, Employees and Consultants                                           

The Company has no employees  other than the President and  Secretary-Treasurer,
who currently do not receive cash compensation.                                 

The Company has entered into a consulting  agreement with Christine J. Petraglia
of LoBianco LLC, dated July 23, 2003.  The  Consultant is to provide  assistance
with regards to developing a corporate image, identifying and analyzing possible
strategic  alliances  with in the  industry,  identifying  possible  acquisition
candidates, web site development and general business development.              

Item 2. DESCRIPTION OF PROPERTY                                                 

The  Company's   executive   offices  are  located  at  18  Leonard  Farms  Way,
Wethersfield,  CT 06109.  It shares  about 500 square feet of office  space with
Riggs & Associates LLC, a business entity owned by the Secretary-Treasurer.  The
Company  does not pay any rent and is not  expected  to in the  future  until it
moves into  other  premises  There is no lease.  The space is  adequate  for the
Company's  immediate needs. The phone number of the Company in Wethersfield,  CT
is: 860-529-6500. The President can also be reached at 917-771-0901.            

Item 3.    LEGAL PROCEDINGS                                                     

There  are no past,  pending  or, to our  knowledge,  threatened  litigation  or
administrative  action  which has or is  expected  by our  management  to have a
material effect upon our business, financial condition or operations,  including
any litigation or action involving our officer, director or other key personnel.
There have been no changes in the company's  accountants,  or disagreements with
its accountants since its inception.                                            

Indemnification of Officers and Directors                     
-----------------------------------------                     
         At present we have not entered  into  individual  indemnity  agreements
         with our Officers or Directors. However, our By-Laws and Certificate of
         Incorporation   provide  a  blanket   indemnification   that  we  shall
         indemnify,  to the fullest  extent under Delaware law, our director and
         officer  against  certain  liabilities  incurred  with respect to their
         service  in  such  capabilities.   In  addition,   the  Certificate  of
         Incorporation  provides that the personal liability of our director and
    officer and our stockholders for monetary damages will be limited.

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

A majority of shares will needed to be voted to effectuate  the reverse split of
the common  stock of the Company one (1) new share for each ten (10) old shares.
It is anticipated that the vote will occur prior to the shares issued to acquire
Vistula.                                                                        

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 Part II

Item 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS             

General:                                                                        
--------                                                                        
We are  authorized to issue  10,000,000  shares of Common Stock,  at a par value
$.0001 per share. As of June 30, 2003, the latest  practicable  date,  there are
9,000,000  shares of common stock  outstanding.  The number of record holders of
Common Stock as of June 30, 2003 is 3.                                          

Common Stock:                                                                   
-------------                                                                   
The  holders  of Common  Stock are  entitled  to one vote for each share held of
record on all  matters to be voted on by  stockholders.  There is no  cumulative
voting  with  respect to the  election  of  directors,  with the result that the
holders of more than 50% of the shares  voting for the election of directors can
elect all of the directors then up for election. The holders of Common Stock are
entitled to receive ratably such dividends when, as and if declared by the Board
of Directors out of funds legally  available  therefore.  In the event we have a
liquidation, dissolution or winding up, the holders of Common Stock are entitled
to share ratably in all assets remaining which are available for distribution to
them after  payment of  liabilities  and after  provision has been made for each
class of stock,  if any,  having  preference  over the Common Stock.  Holders of
shares  of  Common  Stock,  as such,  have no  conversion,  preemptive  or other
subscription  rights, and there are no redemption  provisions  applicable to the
Common Stock                                                                    

Price Ranges of Common Stock:                                                   
-----------------------------                                                   
Market Information                                                              

There is no active market for the common stock on the NASD OTC Bulletin Board or
otherwise.                                                                      

Liquidation:                                                                    
------------                                                                    
In the event of a liquidation of the Company, all stockholders are entitled to a
pro rata distribution after payment of any claims.                              

Dividend Policy:                                                                
----------------                                                                
The Company has never  declared or paid cash  dividends  on its common stock and
anticipates  that all future  earnings will be retained for  development  of its
business.  The payment of any future  dividends will be at the discretion of the
Board of Directors and will depend upon,  among other things,  future  earnings,
capital  requirements,  the  financial  condition  of the  Company  and  general
business conditions.                                                            

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Stock Transfer Agent:                                                           
---------------------                                                           
There is currently no transfer agent for the company securities.                

Recent Sales of Unregistered Securities:                                        
----------------------------------------                                        
The information concerning the recent sales of unregistered  securities required
by Item 5 is  incorporated  by reference to the information set forth in Item 12
"Certain Relationships and Related Transactions" set forth hereafter            

Item 6.    PLAN OF OPERATION                                                    

Certain statements in this document are  forward-looking in nature and relate to
trends and events that may affect the Company's  future  financial  position and
operating  results.  The  words  "expect"  "anticipate"  and  similar  words  or
expressions are to identify forward-looking  statements.  These statements speak
only as of the date of the  document;  those  statements  are  based on  current
expectations, are inherently uncertain and should be viewed with caution. Actual
results may differ materially from the forward-looking statements as a result of
many factors,  including changes in economic  conditions and other unanticipated
events and  conditions.  It is not  possible to foresee or to identify  all such
factors. The Company makes no commitment to update any forward-looking statement
or to  disclose  any  facts,  events  or  circumstances  after  the date of this
document that may affect the accuracy of any forward-looking statement.         

Results of Operations:                                                          
----------------------                                                          
For the Period Ending December 31, 2002                                         

During 2002, the Company did not report any sales from  operations.  The company
is currently  in the  development  stage and its only  activity to date has been
that of incurring expenses for capital formation,  administrative  expenses; and
professional fees for auditing and legal.                                       

Liquidity and Financial Resources                                               
---------------------------------                                               
As shown in the financial statements, the Company incurred a net loss of $13,000
during the period  ended  December  31,  2002.  At December  31,  2002,  current
liabilities  exceed current assets by $4,000;  at the same time, its only source
of  funding  since  inception  has been  sales of common  stock and  stockholder
advances.  These factors raise  substantial doubt about the Company's ability to
continue as a going  concern.  It is the intention of management to merge with a
profitable and active  operation.  The ultimate success of these measures is not
reasonably determinable at this time.                                           

Inflation                                                                       
---------                                                                       
The amounts presented in the financial  statements do not provide for the effect
of inflation on the  Company's  operations or its  financial  position.  Amounts
shown for costs and  expenses  reflect  historical  cost and do not  necessarily
represent replacement cost. The net operating losses shown would be greater than
reported  if  the  effects  of  inflation  were  reflected  either  by  charging
operations  with  amounts  that  represent  replacement  costs or by using other
inflation adjustments.                                                          

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Item 7.    FINANCIAL STATEMENTS                                                 

 RTR Inc
 Index to Financial Statements
CONTENTS

INDEPENDENT AUDITORS' REPORT                                                F-2 
Consolidated Balance Sheet as of December 31, 2002                          F-3 
Consolidated Statement of Operations for the period ended                       
      December 31, 2002                                                    F-4
Consolidated Statements of Shareholders' Deficit for the period                 
    ended December 31, 2002                                                F-5
Consolidated Statements of Cash Flows for the period ended                      
    December 31, 2002                                                      F-6
Consolidated Notes to the Financial Statements                              F-7 

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 RTR, INC.
(a development stage entity)

FINANCIAL STATEMENTS
 AND
 INDEPENDENT AUDITORS REPORT

 Period from Inception
(April 12, 2002)
 through December 31, 2002

F-1 

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CERTIFIED PUBLIC ACCOUNT
981 ALLEN LANE
P.O. BOX 406
WOODMERE, NY 11598
516-569-0520

REPORT OF INDEPENDENT AUDITOR                                                   

To the Board of Directors and Stockholders'                                     
RTR INC.                                                              

I have audited the accompanying  balance sheet of RTR INC. (a development  stage
company) as of  December  31, 2002 and the  related  statements  of  operations,
stockholders'  equity and cash flows for the period from April 12, 2002 (date of
inception)  to  December  31,  2002.   These   financial   statements   are  the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.                        

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of RTR INC. (a  development  stage
company) as of December 31, 2002 and the results of its  operations and its cash
flows for the period from April 12,  2002 (date of  inception)  to December  31,
2002 in conformity with accounting  principles  generally accepted in the United
States of America.                                                              

Aaron Stein CPA                                                                 
Woodmere, New York                                                              
August 29, 2003                                                                 

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RTR, INC.                                                                       
BALANCE SHEET                                                                   
DECEMBER 31, 2002                                                               

                                                        [Enlarge/Download Table]

ASSETS                                                                                            

                                                                                                  
CURRENT ASSETS                                                                                    
                         Cash                                           $    1,384                
                         Advances from related parties                         500                
                                                                     --------------               

                            Total current assets                                        $   1,884 
                                                                                     -------------

                                                                                        $   1,884 
                                                                                     =============

LIABILITIES AND STOCKHOLDERS' EQUITY                                                              

CURRENT LIABILITIES                                                                               
                         Accrued expenses                               $      800                
                         Due related party                                     259                
                         Stockholder advances                                5,000                
                                                                     --------------               

                            Total current liabilities                                   $   6,059 
                                                                                     -------------

STOCKHOLDERS' EQUITY                                                                              
                         Common stock                                                             
                           Voting shares, $0.001 par value,                                       
                            10,000,000 shares authorized,                                         
                            9,000,000 shares issued and outstanding          9,000                
                          Accumulated deficit                              (13,175)               
                                                                     --------------               

                            Total stockholders' deficit                                    (4,175)
                                                                                     -------------

                                                                                        $   1,884 
                                                                                     =============

See notes to financial statements.                                              

F-3 

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RTR, INC.                                                                       
STATEMENT OF OPERATIONS                                                         
PERIOD FROM INCEPTION (APRIL 12, 2002)                                          
THROUGH DECEMBER 31, 2002                                               

                                                                [Download Table]

                                                                 
REVENUE                                             $         -  
                                                -----------------

GENERAL AND ADMINISTRATIVE                                       
    Consulting fees                $    6,500                    
    Professional fees                   4,000                    
    Other expenses                      2,675                    
                            ------------------                   
                                                    $     13,175 
                                                -----------------

NET LOSS                                            $    (13,175)
                                                =================

EARNINGS PER SHARE                                               

    Basic                                           $     (0.001)
                                                =================

AVERAGE NUMBER OF COMMON                                         
  SHARES OUTSTANDING                                             

    Basic                                              9,000,000 
                                                =================

See notes to financial statements.                                              

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RTR, INC.                                                                       
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT                                   
PERIOD FROM INCEPTION (APRIL 12, 2002)                                          
THROUGH DECEMBER 31, 2002                                               

                                      COMMON STOCK
                                       -------------------------------
                                     SHARES           AMOUNT
                                       --------------   --------------

April 16, 2002 (inception)                             -                -       

Issuance of Common Stock                        9,000,000          $ 9,000      

                                                  -                -
                                       --------------   --------------

Balance at December 31, 2002                    9,000,000          $ 9,000      
                                       ==============   ==============

                                                         DEFICIT
                                                        --------------

April 16, 2002 (inception)                                             $ -      

Net loss                                                           (13,175)     
                                                        --------------

                                                                   -
                                                        --------------

Total retained earnings                                          $ (13,175)     
                                                        ==============

Total stockholders deficit                                        $ (4,175)     
                                                        ==============

See notes to financial statements.                                              

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RTR, INC.                                                                       
STATEMENT OF CASH FLOWS                                                         
PERIOD FROM INCEPTION (APRIL 12, 2002)                                          
THROUGH DECEMBER 31, 2002                                               

                                                        [Enlarge/Download Table]

CASH FLOWS FROM OPERATING ACTIVITIES                                                  
                                                                                      
    Net loss                                              $ (13,175)                  
    Adjustments to reconcile net loss to net                                          
      cash used in operating activities:                                              
        Common stock issued for consulting services           6,000                   
        Changes in assets and liabilities:                                            
          Advances from new related corps                      (500)                  
          Accrued expenses                                    6,059                   
                                                     ---------------                  

            Net cash used in operating activities                            $ (1,616)
    Financing activities:                                                             
      Proceeds from issuance of common stock                                    3,000 
                                                                      ----------------

            NET INCREASE IN CASH                                                1,384 

CASH AND CASH EQUIVALENTS, Beginning                                                - 
                                                                      ----------------

CASH AND CASH EQUIVALENTS, End                                               $  1,384 
                                                                      ================

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS                                             

    Interest                                                                 $      - 
                                                                      ================

    Taxes                                                                    $      - 
                                                                      ================

See notes to financial statements.                                              

F-6 

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RTR, INC. (a development stage entity)                                          

NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 1 -- OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES                        

FORMATION                                                                       

On April 12, 2002, RTR INC was formed as a Delaware  corporation for the purpose
of  entering  into a  business  combination  with an  operating  entity or other
purpose as yet to be identified.  The corporation  issued 3,000,000 shares to an
officer/director  for $3,000 cash  ($0.001 par value),  3,000,000  shares with a
fair  value  of   $3000.00   for   administrative   services   rendered   by  an
officer/director  of the corporation,  and 3,000,000 shares with a fair value of
$3000.00 for financial  consulting  services rendered to an unaffiliated  party.
RTR INC has filed a  registration  statement on Form 10-SB to make the Company a
reporting entity under the Securities Exchange Act of 1934.                     

SIGNIFICANT ACCOUNTING POLICIES                                                 

INCOME  TAXES -- the  Company  accounts  for  income  taxes  under the asset and
liability method.  Deferred income taxes and liabilities are determined based on
the  difference  between  the  financial  statement  and tax bases of assets and
liabilities  using enacted tax rates for the period in which the differences are
expected to reverse.                                                            

USE OF  ESTIMATES IN FINANCIAL  STATEMENTS  --  Management  uses  estimates  and
assumptions in preparing these financial statements in accordance with generally
accepted  accounting  principles.  Those  estimates and  assumptions  affect the
reported amounts of assets and liabilities,  the disclosure of contingent assets
and liabilities,  and the reported  revenues and expenses.  Actual results could
vary from the estimates that were used.                                         

EARNINGS (LOSS) PER SHARE-----Earnings  (loss) per share are computed based upon
the net loss for the period divided by the weighted  average shares  outstanding
during the period.                                                              

NOTE 2 -- INCOME TAXES                                                          

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred income tax assets and liabilities as of December 31, 2002
are as follows:                                                                 

Tax benefit of Net Operating Loss Carryforward-current                  $4,000  
Valuation allowance                                                    ($4,000) 
                                                                      --------
Net Amount recognized                                                   $ -0-   
                                                                      --------

In that the  valuation  allowance at December 31, 2002 relates  primarily to tax
assets associated with net operating losses, management's assessment is that the
nature of future  taxable income may not allow the Company to realize theses tax
benefits of the net operating losses within the prescribed carry forward period.
Accordingly, an appropriate valuation allowance has been established.           

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RTR, INC. (a development stage entity)                                          

NOTES TO FINANCIAL STATEMENTS                                                   

NOTE 3---STOCKHOLDER ADVANCES                                                   

Stockholder Advances represents advances made by one  stockholder/officer of the
company.  The obligation is unsecured and non-interest  bearing and payable on a
demand basis.                                                                   

NOTE 4 ---SUBSEQUENT EVENT                                                      

On July 18, 2003 the company entered into a nonbinding  letter of intent whereby
"Vistula  Communications  Services Limited" (Vistula) will become a wholly owned
subsidiary of the company upon the issuance of 8,100,000 of the Company's voting
common stock. Prior to the issuance of the shares,  management of RTR will cause
a  1  for  10  reverse  split   (resulting  in  900,000   shares   outstanding.)
Additionally, immediately upon the completion of the merger the combined company
will cause a registration  statement to be filed  containing all shareholders to
be selling shareholders. It's the intention of management that there will not be
any proceeds from this offering.                                                

VCSI [a company  incorporated in Delaware] is a provider of value added services
to Tier 1 and Tier 2  Telecommunications  Carriers and Transit Network Operators
throughout the world. The company has two principal operating divisions: Vistula
Limited (US, UK) and Cardlink  Services Limited (US, UK). The company  maintains
offices in Chicago  (US) and London  (UK).  The company is focused on  providing
unique high  margin  services to  carriers  and network  operators.             

Cardlink  Services  Limited has developed a product  suite which enables  mobile
operators  throughout  the world to  process  prepayments  from  "pay-as-you-go"
customers  electronically.  The market for these  services is expanding  rapidly
both in the  developed  and in the  underdeveloped  regions;  and  Cardlink  has
established a number of key  relationships  which management  believe will be of
significant value as new operators throughout the world are signed up. The first
of the Cardlink  Electronic Top Up (ETU) products was launched in the UK in July
2001 and  provided  functionality  for  Vodafone,  Orange,  MMO2  and  T-Mobile.
Management  believes  that the  potential  for providing ETU services in markets
where mobile  telephony is growing  rapidly  will create  significant  long-term
growth for the company.  Kevin West,  Director of Business  Systems Vodafone UK,
serves on the board of  Cardlink.  Cardlink  typically  receives 1% of the total
mobile revenues transacted through the Cardlink system. This results in Cardlink
being a beneficiary of the increase in mobile telephony  revenues without having
invested any capital in building infrastructure.                                

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Vistula Limited is a supplier of wholesale telecommunications services to Tier 1
and Tier 2 carriers.  The company owns  switching  facilities  in London and New
York and has  interconnect  agreements  with  suppliers  and  customers  in both
locations. The company owns all of its fixed equipment outright and has lines of
credit in place.                                                                

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Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                                            

None.                                                                           

Part III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.                                         

The  following  table sets forth  information  with respect to the directors and
executive officers as of December 31, 2002 DATE SERVICE                         

NAME                       AGE          OFFICE                 COMMENCED        
Andrew Roth*               52           President              April 12, 2002   
George Riggs*              53           Secretary-Treasurer    April 12, 2002   
..                                                                              
*Indicates Board Member                                                         

All directors will hold office until the next annual  stockholder's  meeting and
until their  successors  have been  elected or  qualified  or until their death,
resignation,  retirement,  removal, or disqualification.  Vacancies on the board
will be filled by a majority vote of the  stockholders.  Officers of the Company
serve at the discretion of the Board of Directors.                              

Andrew Roth                                                                     
-----------                                                                     
Mr.  Roth  is a  businessman  and a  founder  and  managing  agent  for  Classic
Development  Inc.,  Clay  Realty LLC and First  Huron LLC.  Mr. Roth has over 29
years of experience in real estate acquisition and development.  He attended the
civil engineering school at City Collage of New York.                           

George L. Riggs                                                                 
---------------                                                                 
Mr. Riggs is a CPA in the states of Connecticut and Vermont.  He was the founder
and  Managing  partner  of Riggs &  Associates,  LLP  prior to its  merger  with
Centerprise Advisors, a newly formed national financial advisory firm. Mr. Riggs
has over 25 years of experience in public  accounting,  including 13 years as an
audit  partner  at  Deloitte & Touche,  LLP.  He  received  a B. S. in  Business
Administration from the University of Hartford and an M.B.A. from the University
of Connecticut.                                                                 

Item 10.      EXECUTIVE COMPENSATION                                            

Compensation  of  Management                                                    

None of the named  persons has  received  stock  options or other such  non-cash
compensation  during  the  current  fiscal  year,  other  than the shares of the

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Company  as  indicated  therein  in Item  11.  No one  has  received  an  annual
compensation package of $100,000 or more.                                       

                                                        [Enlarge/Download Table]

------------------------- ---------- ----------------------------------------- ------------------------------

                                               Annual Compensation                Long Term Compensation     
                                                                                 Restricted      Securities  
                            Year         Salary         Bonus        Other          Stock          Under     
                                                                                   Awards         Options    
                                                                                                             
      Andrew Roth           2002           0              0            0              0              0       
       President                                                                                             
      George Riggs          2002           0              0            0              0              0       
  Secretary/Treasurer                                                                                        
------------------------- ---------- --------------- ------------ ------------ ---------------- -------------

Director Compensation:                                                          
----------------------                                                          
Our directors  receive no compensation  for their services as director,  at this
time,  other than what has already been paid by the issuance of shares of common
stock.                                                                          

Director and Officer Insurance:                                                 
-------------------------------                                                 
The Company has no directors and officers ("D & O") liability insurance.        

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

The following table sets forth as of December 31, 2002, regarding the beneficial
ownership  of shares of our Common  Stock by each person known by us to own five
percent  or more of the  outstanding  shares  of  Common  Stock,  by each of our
Officers,  by each of our  Directors,  and by our  Officers  and  Directors as a
group.  As of  December  31,  2002,  there  were  9,000,000  shares  issued  and
outstanding of record.  As of June 30, 2003,  there were 9,000,000 shares issued
and outstanding.                                                                

Name and Address                      Shares of                     Percentage  
of Beneficial Owners*                 Common Stock                As of 12/31/02
--------------------------------------------------------------------------------
Andrew Roth (*)                       3,000,000                        33.3     

George Riggs (*)                      3,000,000                        33.3     

C&M Management                                                                  
Consulting, Inc.                      3,000,000                        33.3     

Total Officers/Directors as a group:  9,000,000                       100.0     
* Officer and/or Director                                             

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Item 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       

Issuance of Stock:                                                              
------------------                                                              

On July 23, 2003,  the Company  issued 25,000  shares of common stock,  (pre any
potential  reverse  split) for the payment of  consulting  expenses to LoBianco,
LLC.  These  shares  were  issued for  payment of  certain  Investor  and public
relations services to be provided to the company.                               

Item 13.   EXHIBITS                                                             
 Index to Exhibits
--------------------------------------------------------------------------------

SEC REFERENCE        TITLE OF DOCUMENT                                
NUMBER                                                          
  3.1              Articles of Incorporation                   (1)
  3.2              Bylaws                                      (1)
99.1             Certification of President pursuant to       
      18 U.S.C. Section 1350, as adopted
  Pursuant to section 906 of the
Sarbanes-Oxley act of 2002  

(1) These  documents  are hereby  incorporated  by  reference to Form 10SB filed
August 20, 2002.                                                                

Reports on Form 8-K                                                             
The Following  Reports on Form 8-k were filed during the last quarter covered by
this report:                                                                    

August 20, 2003:  Item 5, Other Events, Letter of Intent                        

Item 14. CONTROLS AND PROCEDURES                                                

Information required by Item 307 of Regulation S-B is contained in the principal
executive   officer  and   financial   officer   conclusions   (page  about  the
effectiveness of the small business issuer`s  disclosure controls and procedures
(as defined in Reg.  240.13a-l4c  under the securities act of 1934),  based upon
their evaluations of these controls and procedures a of a date within 90 days of
the filing date of this annual report.                                          

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SIGNATURES                                                                      

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934, RTR, Inc. has duly caused this Report to be signed on behalf of the
undersigned thereunto duly authorized on September 8, 2003.                     

RTR, INC. HOLDINGS OF AMERICA CORP                                              

By /s/ George L. Riggs III                                                      
--------------------------------------------                                    
George L. Riggs III Secretary and Treasurer                                     

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the  following  persons in the  capacities  indicated  and on
September 8, 2003.                                                              

Signature                         Title                     Date                

/s/ Andrew Ross                                                                 
---------------------                                                           
Andrew Ross                       President                 September 8, 2003   

/s/ George L. Riggs III                                                         
-------------------------                                                       
George L. Riggs III               Treasurer/Secretary       September 8, 2003   

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CERTIFICATIONS                                                                  

I, Andrew Roth certify that:                                                    

     1.   I have  reviewed  this  annual  report  on  Form  10-KSB  of  National
Management.                                                 

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
the period covered by this quarterly report;                

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
this quarterly report;                                      

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
and we have:                                                

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
quarterly report is being prepared;               

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
            filing date of this annual report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
our evaluation as of the Evaluation Date;         

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
performing the equivalent function):                        

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
weaknesses in internal controls; and              

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
internal controls; and                            

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
significant deficiencies and material weaknesses.           

September 8,  2003                                    /s/ Andrew Roth           
                                                   -----------------------
                                               Andrew Roth
                                             President

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I, George L. Riggs III certify that:                                            

     1.   I have  reviewed  this  annual  report  on  Form  10-KSB  of  National
Management.                                                 

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
the period covered by this quarterly report;                

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
this quarterly report;                                      

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
and we have:                                                

          d)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
quarterly report is being prepared;               

          e)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
            filing date of this annual report (the "Evaluation Date"); and

          f)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
our evaluation as of the Evaluation Date;         

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
performing the equivalent function):                        

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
weaknesses in internal controls; and              

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
internal controls; and                            

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
significant deficiencies and material weaknesses.           

September 8, 2003                                   /s/ George L. Riggs III     
                                                 -------------------------
                                                 George L. Riggs III
                                                 Secretary/Treasurer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
Filed on:		9/8/03		21		23			10QSB
		8/29/03		10
		8/20/03		20
		7/23/03		5		20
		7/18/03		4		16			8-K
		6/30/03		6		19			10QSB
For Period End:		12/31/02		1		19			NT 10-K
		8/20/02		20
		4/16/02		13
		4/12/02		3		18
									List all Filings