UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
RTIN HOLDINGS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
761265-10-7
(CUSIP Number)
Eric Roper, Esq.
c/o Gersten Savage, Kaplowitz, Wolf & Marcus, LLP
101 East 52nd Street, New York,
(212) 752-9700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 23, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.__ 761265- 13D
10-7
1 Name of Reporting Person
Barron Partners LP
I.R.S. Identification No. of Above Person
431981699
2 Check the Appropriate Box if a Member of a Group (a) [ ?
]
(b) [ ]
3 SEC Use Only
4 Source of Funds
WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
Delaware
Number of 7 Sole Voting Power
Shares
Owned 1,909,112 shares beneficially owned in the
By Each aggregate
Reporting
Person With
8 Shared Voting Power
0
9 Sole Dispositive Power
1,909,112 shares beneficially owned in the
aggregate
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
1,909,112
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
[ ]
13 Percent of Class Represented by Amount in Row (11)
8.2%
14 Type of Reporting Person
PN
Item 1. Security and Issuer.
This Amendment No.2 to Schedule 13D (the "Statement") amends
the Schedule 13D filed on July 9, 2003 (the "Schedule 13D") and
Amendment No. 1 to the Schedule 13D filed on July 16, 2003, with
respect to the common stock, par value $.01 per share (the
"Common Stock"), of RTIN Holdings, Inc., a Texas corporation (the
"Company"). The address of the principal executive office of the
Company is 3218 Page Road, LongView, TX 75605.
Item 2. Identity and Background.
This Statement is filed by Barron Partners LP, a Delaware
Limited Partnership (the "Reporting Person"), whose business
address is 301 West 57th Street, New York, NY 10019. The
Reporting Person is principally engaged in making investments.
The General Partner of the Reporting Person is Barron
Capital Advisors LLC, a Delaware Limited Liability Company, (the
"General Partner"). Andrew B. Worden is the managing member of
the General Partner.
During the last five years, to the best knowledge of the
Reporting Person, neither the Reporting Person nor any
controlling person of the Reporting Person has (i) been convicted
in a criminal proceeding, or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
The response to Item 4 is incorporated by reference to
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
There is no change to report for Item 5 except for the
addition of the following:
(a) The Reporting Person also owns warrants to acquire up
to 1,240,707 additional shares
of Common Stock. However, such warrants may not be exercised
until the date on which RTIN Holdings, Inc. files its annual
report on Form 10-KSB for the fiscal year ending December 31,
2003.
(c) During the past sixty days, the Reporting Person has
entered into the transactions
described below in respect of the Company's Common Stock.
Between May 15, 2003 and June 27, 2003, the Reporting Person
bought an aggregate amount of 28,100 shares in the open market at
prices ranging from $1.65 - $1.655 per share and sold 28,100 at
$1.6514 per share on June 27, 2003 in the open market.
Between June 30, 2003 and July 23, 2003, the Reporting
Person sold an aggregate amount of 414,550 shares of Common Stock
in the open market at prices ranging from $1.805 to $2.27 per
share.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SIGNATURE1
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: July 29, 2003
/s/ Eric
Roper____________
Gersten, Savage, Kaplowitz,
Wolf & Marcus, LLP
Attorneys for Barron Partners
LP
By: Eric Roper, Esq.
_______________________________
1 The Power of Attorney is incorporated by reference to the
Schedule 13D filed on July 9, 2003.