U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                        For Quarter Ended: March 31, 2001

                         Commission File Number: 0-23485



                            RETAIL HIGHWAY.COM, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)



                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0177646
                        (IRS Employer Identification No.)

                             1408-33 Harbour Square
                            Toronto, Ontario, Canada
                    (Address of principal executive offices)

                                     M5J 2G2
                                   (Zip Code)

                          430 Peninsula Avenue, Suite 1
                           San Mateo, California 94401
                 (Former Address of principal executive offices)


                                 (416) 367-3213
                           (Issuer's Telephone Number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 ____.

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of March 31, 2001 was 9,221,867 shares.




<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS.

     Our unaudited  financial  statements  for the nine month period ended March
31, 2001, are attached hereto.

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following  discussion  should be read in conjunction with the financial
statements and notes thereto included herein. In connection with, and because we
desire  to take  advantage  of,  the "safe  harbor"  provisions  of the  Private
Securities  Litigation  Reform Act of 1995, we caution readers regarding certain
forward  looking  statements in the following  discussion  and elsewhere in this
report and in any other  statement made by, or on our behalf,  whether or not in
future  filings with the  Securities and Exchange  Commission.  Forward  looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by, or on, our behalf.  We disclaim  any  obligation  to update
forward looking statements.

OVERVIEW

     We were  incorporated on February 17, 1993 under the name "LBF Corporation"
pursuant  to the laws of the State of Nevada to engage in any  lawful  corporate
purpose.  In  December  1997,  we  filed a  registration  statement  with the US
Securities and Exchange  Commission on Form 10-SB,  registering our common stock
under the  Securities  Exchange  Act of 1934,  as amended  (the "34  Act").  Our
intention  at that  time was to seek to  acquire  assets  or shares of an entity
actively  engaged in business  which  generated  revenues or provided a business
opportunity, in exchange for our securities. In effect, this filing caused us to
be a full "reporting company" under the 34 Act.

     Effective  April 17,  1999,  we acquired  certain  assets  owned by Michael
Levine,  including  a  proposed  electronic  commerce  web site and the right to
certain business names,  including  "Shopshopshopping.com,"  "Retailhighway.com"
and  "Greatestmall  on earth.com" (the "Assets").  We issued 2,500,000 shares of
our common stock equal to ownership of approximately 33% of our then outstanding
shares, in exchange for all of the Assets. In

                                        2

<PAGE>



addition,   our   shareholders   approved  an   amendment  to  our  Articles  of
Incorporation,  changing  our  name  to  "Retail  Highway.com,  Inc."  Our  then
management resigned their respective  positions and were replaced by our current
management.

     As a result of this  acquisition,  our  principal  business  objective  was
changed to becoming a primary portal and transaction point for online extensions
of "Bricks and Mortar" ("BAM") retail stores. As described hereinbelow,  as well
as in our Form 10-KSB for our fiscal year ended June 30, 2000, we have abandoned
this business plan and are currently  seeking to merge with or otherwise acquire
another business, or otherwise proceed in accordance with the disclosure below.

Plan of Operation

     We generated no revenues  during the nine month period ended March 31, 2001
and it is not  anticipated  that we will be able to generate any revenues in the
foreseeable future,  unless sufficient funding to allow us to completely develop
our  website  and  solicit BAM  retailers  is  obtained.  As of the date of this
report,  management  is doubtful  about our ability to raise  these  funds.  See
"Liquidity and Capital Resources" below.

     Under  the  assumption  that we will  not be able to  raise  the  necessary
capital,  management  is  currently  contemplating  seeking  out other  Internet
companies in order to  establish a  relationship  that will allow the  continued
development of our system.  If the system is developed,  management is reviewing
the possibility of licensing the system to a suitable end user.  However,  as of
the date of this  report,  no such entity has been  identified  and there are no
agreements between us and any other entity which may lead an investor to believe
that such a relationship will be forthcoming in the foreseeable future.

     If, after due course,  management is unable to implement our business plan,
or otherwise license the existing system to an end user, it may be probable that
management  will  attempt to seek out,  investigate  and, if such  investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons  or firms who or which  desire to seek the  perceived  advantages  of an
Exchange Act registered corporation which trades its securities.  However, as of
the date of this report, management has had no discussions with any other entity
in this regard and this is  considered a last resort by  management  in order to
provide our investors the opportunity for liquidity in their investment.

Results of Operations

     During the nine month period ended March 31,  2001,  we incurred  losses of
$(171,052)  ($0.02 per share).  These losses arose from costs we incurred during
the nine month period ended March 31,

                                        3

<PAGE>



2001, including professional and consulting fees ($86,167). The balance of these
costs included office costs, depreciation and amortization, a loss from the sale
of office equipment and a write- down of development costs.

Liquidity and Capital Resources

     At March 31, 2001, we had $90,665 in cash and cash equivalents.

     At March 31, 2001,  we had an  outstanding  loan  payable in the  principal
amount of $7,768, which was due to Mr. Levine and arose out of expenses incurred
by Mr. Levine on our behalf.  This loan was  unsecured,  due upon demand and did
not accrue interest.  As of the date of this report, all balances due Mr. Levine
have been paid in full.

     In  July  2000,   management  decided  that  without  additional   funding,
implementation of our business plan was impossible. We elected to cease retailer
acquisition  activities  and  terminate  our two sales  consultants,  as well as
office  personnel,  in order to conserve our  remaining  cash. As of the date of
this Report, management is still actively pursuing relationships that will allow
the continued development of the system that could be licensed to a suitable end
user.  However,  there can be no assurances  that this will occur.  In the event
this does not  occur,  management  expects  to seek out other  private  entities
seeking to enter the public arena in order to either enter into a joint  venture
or otherwise merge with these yet unidentified entities.

     Because  we  are  not  currently  required  to pay  salaries  to any of our
officers or  directors,  management  believes that we have  sufficient  funds to
continue  operations through the foreseeable  future. It is further  anticipated
that we will continue to incur expenses  without  corresponding  revenues during
the foreseeable future.

INFLATION

     Although  management  expects that our  operations  will be  influenced  by
general economic conditions once we commence generating revenues (of which there
can be no assurance),  we do not believe that inflation had a material effect on
the results of operations during the nine month period ended March 31, 2001.

                           PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

     In August  2000,  Seigelgale  Inc.  ("S&G"),  a company that engages in the
business of brand identity,  strategic  marketing and information  architecture,
commenced a lawsuit in the United States

                                        4

<PAGE>



District  Court for the  Southern  District of New York against us for breach of
contract  and related  causes of action  arising  from  branding,  identity  and
website  development  agreements entered into among the parties in late 1999 and
early 2000. In late August,  we interposed an answer denying the  allegations of
the  complaint,   interposing   numerous   affirmative  defenses  and  asserting
counterclaims  for breach of contract and related  causes of action arising from
S&G's  failure to properly  and timely  perform  under the  parties'  contracts,
resulting in substantial injury to us.

     In  October  2000,  the  parties  executed  a letter  agreement  containing
settlement terms, which provide for us to pay S&G $187,419.  This settlement was
memorialized  in  February  2001.  Pursuant  to  the  terms  of  the  settlement
agreement,  we paid S&G $25,000 upon execution.  The agreement also provides for
the balance to be paid over the  following two years if we  successfully  closes
either  a debt  or  equity  financing.  If  this  financing  closes,  we will be
obligated  to pay  3% of the  offering  proceeds  to  S&G,  up to a  maximum  of
$162,419.  However,  if we do not successfully close such a financing within the
established  time period,  the balance of the settlement  amount is forgiven and
S&G will release us from any further liability.

ITEM 2.           CHANGES IN SECURITIES - NONE

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

                  NONE

ITEM 5.           OTHER INFORMATION - NONE

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K -

                  (a)      Exhibits - NONE

                  (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed by us during the nine  month
period ended March 31, 2001.


                                        5

<PAGE>

<TABLE>

                            RETAIL HIGHWAY.COM, INC.
                  (formerly International Fuel Solutions, Inc.)
                          (a development stage company)

                            CONDENSED BALANCE SHEETS


                                     ASSETS

<CAPTION>
                                                                March 31,     June 30,
                                                                  2001          2000
                                                              ------------  ------------
                                                               (unaudited)
<S>                                                           <C>           <C>
Current assets:
   Cash and equivalents                                       $     90,665  $    253,440
   Prepaid expenses                                                  8,718        18,533
                                                              ------------  ------------

        Total current assets                                        99,383       271,973

Office equipment and computer software,
   net of accumulated depreciation                                   8,728        23,839

Other assets                                                        50,000        50,000
                                                              ------------  ------------

        Total assets                                          $    158,111  $    345,812
                                                              ============  ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
   Accounts payable                                           $    167,300  $    173,539
   Loan payable-officer                                              7,768        18,178
                                                              ------------  ------------
         Total current liabilities                                 175,068       191,717
                                                              ------------  ------------

Stockholders' equity (deficit):
   Common stock, $.001 par value
      50,000,000 shares authorized
      9,241,867 shares issued and outstanding
      25,000,000 preferred shares authorized                         9,242         9,242
   Additional paid-in capital                                    1,465,625     1,465,625
   Deficit accumulated during the development stage             (1,491,824)   (1,320,772)
                                                              ------------  ------------

        Total stockholders' equity (deficit)                       (16,957)      154,095
                                                              ------------  ------------

        Total liabilities and stockholders' equity (deficit)  $   158,111   $    345,812
                                                              ===========   ============

</TABLE>


                        See notes to financial statements


                                       6

<PAGE>


<TABLE>



                            RETAIL HIGHWAY.COM, INC.
                  (formerly International Fuel Solutions, Inc.)
                          (a development stage company)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




<CAPTION>
                                           Nine-month period ended  February 17, 1993
                                                  March 31,            (inception)
                                            --------------------         through
                                               2001       2000        March 31, 2001
                                            ---------  ---------      --------------
<S>                                         <C>        <C>            <C>
Revenues                                    $       -  $       -      $            -
                                            ---------  ---------      --------------

Operating expenses:
   Professional and consulting                 86,167    175,164             421,240
   Research and development                         -     51,782              93,498
   Business development and travel              2,768     36,324              78,460
   Office                                      41,907     47,570             130,421
   Write-down of development costs             30,567          -             761,973
   Loss on sale of office equipment            11,115          -              11,115
   Depreciation and amortization                2,838     20,504              30,176
                                            ---------  ---------      --------------

                                              175,362    331,344           1,526,883
                                            ---------  ---------      --------------

Loss from operations                         (175,362)  (331,344)         (1,526,883)

Interest income                                 4,310     21,609              35,059
                                            ---------  ---------      --------------

Net loss                                    $(171,052) $(309,735)     $   (1,491,824)
                                            =========  =========      ==============


Basic loss per share                        $   (0.02) $   (0.03)     $        (0.30)
                                            =========  =========      ==============

Weighted average common shares outstanding  9,241,867  9,221,685           4,968,892
                                            =========  =========      ==============



</TABLE>





                        See notes to financial statements



                                       7

<PAGE>





                            RETAIL HIGHWAY.COM, INC.
                  (formerly International Fuel Solutions, Inc.)
                          (a development stage company)

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                             Three-month period ended
                                                    March 31,
                                              ---------------------
                                                 2001        2000
                                              ---------   ---------

Revenues                                      $       -   $       -
                                              ---------   ---------

Operating expenses:
   Professional and consulting                   12,869      86,771
   Research and development                           -       7,000
   Business development and travel               (5,808)     12,429
   Office                                        10,812      17,878
   Loss on sale of office equipment              11,115           -
   Depreciation and amortization                    528      (1,303)
                                              ---------   ---------

                                                 29,516     122,775
                                              ---------   ---------

Loss from operations                            (29,516)   (122,775)

Interest income                                     652       5,822
                                              ---------   ---------

Net loss                                      $ (28,864)  $(116,953)
                                              =========   =========


Basic loss per share                          $   (0.00)  $   (0.01)
                                              =========   =========

Weighted average common shares outstanding    9,241,867   9,221,867
                                              =========   =========








                        See notes to financial statements


                                       8

<PAGE>

<TABLE>



                            RETAIL HIGHWAY.COM, INC.
                  (formerly International Fuel Solutions, Inc.)
                          (a development stage company)

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<CAPTION>
                                                               Nine-month period ended  February 17, 1993
                                                                      March 31,            (inception)
                                                                ----------------------       through
                                                                    2001       2000       March 31, 2001
                                                                ----------  ----------    --------------
<S>                                                             <C>         <C>           <C>
Net loss                                                        $ (171,052) $ (309,735)   $   (1,491,824)
Adjustments to reconcile net loss to net cash
   used in operating activities:
      Write-down of development costs                               30,567           -           761,973
      Loss on sale of office equipment                              11,115           -            11,115
      Depreciation and amortization                                  2,838      20,504            30,176
      Expenses of Company paid by officer                                -           -            48,516
      Obligations assumed by stockholders                                -           -            68,040
      Issuance of common stock for services/assets                       -           -            67,154
      (Increase) decrease in prepaid expenses                        4,248     (24,864)           (4,155)
      Increase (decrease) in accounts payable                      (31,239)      2,870            31,282
                                                               -----------   ---------     -------------

          Net cash used in operating activities                   (153,523)   (311,225)         (477,723)
                                                               -----------   ---------     -------------

Cash flows from investing activities:
   Purchase of applied-for patent                                        -           -           (10,130)
   Proceeds from sale of office equipment                            5,123           -             5,123
   Capital expenditures                                             (3,965)    532,568)         (725,530)
                                                               -----------   ---------     -------------

          Net cash provided by (used in) investing activities        1,158    (532,568)         (730,537)
                                                               -----------   ---------     -------------

Cash flows from financing activities:
   Net proceeds from private placement of common stock                   -       7,500         1,284,335
   Repayment of loans payable-officer                              (10,410)    (13,082)          (10,410)
   Loan advances received                                                -           -            25,000
                                                               -----------   ---------     -------------

          Net cash provided by financing activities                (10,410)     (5,582)        1,298,925
                                                               -----------   ---------     -------------

Net increase (decrease) in cash and equivalents                   (162,775)   (849,375)           90,665

Cash and equivalents, beginning of period                          253,440   1,250,408                 -
                                                               -----------   ---------     -------------

Cash and equivalents, end of period                            $    90,665   $ 401,033     $      90,665
                                                               ===========   =========     =============

                        See notes to financial statements

</TABLE>


                                       9
<PAGE>




                            RETAIL HIGHWAY.COM, INC.
                  (formerly International Fuel Solutions, Inc.)
                          (a development stage company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2001


1.   Unaudited interim financial statements

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance with the  instructions for Form 10-QSB and do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all adjustments, consisting only of normal recurring adjustments considered
     necessary for a fair  presentation,  have been included.  Operating results
     for any quarter are not necessarily indicative of the results for any other
     quarter or for the full year.

     These  statements   should  be  read  in  conjunction  with  the  financial
     statements of Retail Highway.com,  (formerly  International Fuel Solutions,
     Inc.) and notes  thereto  included in the  Company's  Annual Report on Form
     10-KSB for the year ended June 30, 2000.

          Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  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
     financial  statements  and the  reported  amounts of revenues  and expenses
     during the period. Actual results could differ from those estimates.

           History and business activity

     The  Company  was  incorporated  on  February  17, 1993 under the name "LBF
     Corporation"  pursuant  to the laws of the State of Nevada to engage in any
     lawful   corporate   purpose.   In  December  1997,  the  Company  filed  a
     registration  statement with the US Securities  and Exchange  Commission on
     Form 10-SB,  registering its common stock under the Securities and Exchange
     Act of 1934,  as amended (the "34 Act").  The  Company's  intention at that
     time was to seek to acquire assets or shares of an entity actively  engaged
     in business,  which generated revenues or provided a business  opportunity,
     in exchange for its securities.  In effect,  this filing caused the Company
     to be a full  "reporting  company"  under  the 34 Act.  In July  1998,  the
     Company filed  amended  articles of  incorporation  and changed its name to
     International Fuel Solutions, Inc.





                                       10

<PAGE>




1.    Unaudited interim financial statements (continued)

           History and business activity (continued)

     Effective  April 17, 1999,  the Company  entered into an agreement  with an
     unrelated party, whereby the Company agreed to acquire certain assets owned
     by the seller,  including the concept for an  electronic  commerce web site
     and   the    rights   to    business    and   domain    names,    including
     "Shopshopshopping.com",  "Retail Highway.com" and "Greatestmallonearth.com"
     (the  "Assets").  In exchange for the Assets,  the Company  agreed to issue
     2,500,000  shares of its common stock,  equal to ownership of approximately
     33% of its  outstanding  shares,  in exchange  for all of the  Assets.  The
     Company changed its name to "Retail Highway.com, Inc."

     The  Company's  plan was to  establish  an  "Internet  shopping  portal" by
     providing personalized,  intuitive,  interactive shopping features combined
     with  entertainment,  community news and information  services.  Management
     intends to utilize the latest Internet technologies to support multi-vendor
     shopping  carts,   powerful  search   capabilities,   streaming  multimedia
     entertainment and personalized  content.  The graphic design and navigation
     features of the  proposed  site are  expected to provide a clean and simple
     user-friendly   interface  free  of  cluttered   displays  and  information
     overload. Revenues are expected to be derived from the sales of advertising
     and a percentage of sales from its vendor partners.

     Despite  these   agreements  and  the  progress  made  by  the  Company  in
     implementing  its business plan,  management  developed  serious  questions
     concerning the viability of the Company's  proposed business plan. In order
     to implement the business plan, management estimated that up to $30 million
     in capital  would be necessary to  successfully  develop and  implement the
     Company's core business and launch its website.

     Previously,  in April 1999, the Company successfully  consummated a private
     offering of its common  stock  pursuant to  Regulation  S and  Regulation D
     promulgated  under the  Securities  Act of 1933,  as  amended,  whereby the
     Company sold  1,721,867  shares of its common stock at an offering price of
     $.75 per share, for total proceeds of approximately $1,291,400, which funds
     were utilized for working  capital and  commencement  of the business plan.
     During  February  2000,  the  Business to  Consumer  ("B2C")  space  became
     unpopular  with  the  investment   community.   Management,   knowing  that
     additional  cash  investment  was  required by the Company,  continued  its
     attempts  to  raise  private  funding.  While  potential  investors  showed
     interest  in  the  Company's   business  model,  the  failure  of  numerous
     e-commerce  companies,  as  well  as  depressed  stock  prices  of  similar
     businesses whose securities were publicly traded, made access to additional
     capital virtually impossible.



                                       11





<PAGE>




1.   Unaudited interim financial statements (continued)

           History and business activity (continued)

     As a result,  in July 2000,  management  decided  that  without  additional
     funding,  implementation of the Company's business plan was impossible. The
     Company elected to cease retailer acquisition  activities and terminate the
     two sales  consultants,  as well as office personnel,  in order to conserve
     the Company's remaining cash. As of the date of this report,  management is
     still  actively  pursuing  relationships  that  will  allow  the  continued
     development  of the system that could be  licensed to a suitable  end user.
     However, there can be no assurances that this will occur. In the event this
     does not  occur,  management  expects  to seek out other  private  entities
     seeking  to enter the  public  arena in order to either  enter into a joint
     venture, or otherwise merge with these yet unidentified entities.

     Based upon the  above-mentioned  facts,  the  Company  has taken a $761,973
     write-down   of  costs  related  to  the   development   of  the  software,
     maintenance,  website  and  branding  in order to  reduce  the costs to the
     estimated net realizable value.

           Going concern

     Since  inception,  the Company  has  incurred  losses  from  administrative
     expenses  and  from  costs   incurred  in  connection   with  its  business
     development.  The Company has been  dependent  upon capital raised from the
     sale of  common  stock  to  implement  its  business  plan.  The  Company's
     management has developed serious  questions  regarding the viability of its
     business  plan.  The Company  anticipates  that it will require  additional
     capital to continue as a going concern. There can be no assurance, however,
     that sufficient  capital will be available.  These issues raise substantial
     doubt about the  Company's  ability to continue  as a going  concern.  As a
     result of these uncertainties,  software, web-site development and branding
     costs have been adjusted to reflect estimated net realizable value.

           Development stage

     The Company has been a  development  stage  company  since its inception on
     February 17, 1993.  Despite the fact that  implementation  at the Company's
     original  business  plan has become  improbable,  the Company is seeking to
     further develop its system for licensing purposes.

           Cash and equivalents

     For  purposes of the  consolidated  statements  of cash flows,  the Company
     considers all highly  liquid debt  instruments  purchased  with an original
     maturity date of three months or less to be cash equivalents.

           Basic loss per common share

     Basic loss per common share is computed by dividing the net loss applicable
     to common shareholders by the weighted average number of shares outstanding
     during the period. Diluted loss per share amounts are not presented because
     they are anti-dilutive.


                                       12


<PAGE>




1.   Unaudited interim financial statements (continued)

           Research and development

     Research and development  costs are charged to operations when incurred and
     are included in operating expenses.

2.   Stockholders' equity

           Private placement

     During May through  July 1999,  the Company  conducted a private  placement
     under which it issued a total of 1,721,867  shares of its common stock at a
     purchase  price  of  $0.75  per  share.  As of June  30,  1999,  a total of
     1,711,867 of such shares had been issued with total  proceeds of $1,283,900
     received.  The  remaining  10,000 shares were issued and $7,500 of proceeds
     received in July 1999.

3.   Related party transactions

     Loan  payable-officer  represents an unsecured,  non-interest  bearing loan
     which arose from expenses  paid on behalf of the Company by its  president.
     Such loans are repaid in the ordinary course of business.

     During the  nine-month  periods  ended March 31,  2001 and 2000,  and since
     inception,  the Company has maintained a mailing address at a shareholder's
     place of business at no cost to the Company.

4.   Commitments

           Software license agreement

     On August 10,  1999,  the  Company  entered  into an  agreement  whereby it
     purchased  a  non-exclusive,  perpetual  and  non-transferable  license  to
     utilize  certain  software.  Such software is to be used to enable  on-line
     users to access  information about, and to order  electronically,  products
     and  services  offered by the Company on its web site.  The Company  paid a
     total of $317,300,  consisting  of $250,500 in net license fees and $66,800
     in first year support and maintenance fees.

     The Company has written off the license fee and the support and maintenance
     fee to reflect its net realizable value.







                                       13


<PAGE>


4.   Commitments (continued)

           Patent application

     On July 16, 1999, the Company submitted an application to the U.S. Patent &
     Trademark Office to register the mark "RETAIL HIGHWAY.COM". The application
     is pending.

           Legal proceedings

     In August 2000,  Seigelgale,  Inc.  ("S&G"),  a company that engages in the
     business  of  brand   identity,   strategic   marketing   and   information
     architecture,  commenced  a  lawsuit  against  the  Company  for  breach of
     contract and related causes of action  arising from branding,  identity and
     website development  agreements entered into among the parties in late 1999
     and early 2000. In late August,  the Company  interposed an answer  denying
     the allegations of the complaint, interposing numerous affirmative defenses
     and asserting  counterclaims  for breach of contract and related  causes of
     action  arising from S&G's failure to properly and timely perform under the
     parties' contracts, resulting in substantial injury to the Company.

     In  October  2000,  the  parties  executed  a letter  agreement  containing
     settlement  terms,  which provide for the Company to pay S&G  $187,419.  In
     February  2001, a  definitive  settlement  agreement  was  executed,  which
     required the Company to pay $25,000.  The settlement  further  provides for
     the  balance  to be paid  over  the  following  two  years  if the  Company
     successfully  closes either a debt or equity  financing.  If this financing
     closes, the Company will be obligated to pay 3% of the offering proceeds to
     S&G,  up to a  maximum  of  $162,419.  However,  if the  Company  does  not
     successfully close such a financing within the established time period, the
     balance of the  settlement  amount is  forgiven  and S&G will  release  the
     Company  from any further  liability.  As of the date of this  report,  the
     final  settlement  agreement is being  prepared and until the  agreement is
     executed  and approved by the court,  there can be no  assurance  that this
     matter will be resolved in accordance with the terms described herein.

           System design

     During  October  1999,  the Company  also  entered  into  agreement  with a
     computer  systems design and consulting  firm to plan and design systems to
     support Internet-based electronic commerce,  customer service,  fulfillment
     interfaces and content  management.  It is estimated that the fees for such
     services will total  $525,000 plus 116,667  shares of the Company's  common
     stock.  Fees of $60,000 plus 20,000  shares of the  Company's  common stock
     were  paid at the  commencement  of the  project  with the  balance  of the
     payments in cash and stock payable over the term of the project.

           Lease agreement

     The  Company  previously  occupied  its  administrative   office  under  an
     operating lease which  terminated in March 2001.  Rent expense  amounted to
     approximately $24,000,  $17,300 and $50,000 for the nine-month period ended
     March 31, 2001 and 2000 and from inception through March 31, 2001.

     The Company  entered into a new  one-year  non-cancelable  operating  lease
     commencing  April 1, 2001 at a monthly  lease  payment of  $1,444.  Minimum
     future rental payments total approximately $17,300.



                                       14

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       RETAIL HIGHWAY.COM, INC.
                                       (Registrant)

                                       Dated:  May 10, 2001



                                       By:s/ Michael Levine
                                          --------------------------------
                                          Michael Levine,
                                          President and Secretary






                                       15

<PAGE>