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: September 30, 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.)

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

                                      94401
                                   (Zip Code)

                                 (650) 685-9926
                           (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 November 6, 2001 was 9,241,867 shares.




<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     The  unaudited  financial  statements  for the  three  month  period  ended
September 30, 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 it
desires  to take  advantage  of, the "safe  harbor"  provisions  of the  Private
Securities Litigation Reform Act of 1995, the Company cautions readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on the behalf of the Company,
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 the
Company's 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 behalf of, the Company.  The
Company disclaims 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 United
States 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

                                        2

<PAGE>



outstanding  shares,  in  exchange  for  all of the  Assets.  In  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.

Results of Operations

     Comparison  of Results of  Operations  for the three  month  periods  ended
September 30, 2001 and 2000

     We generated no revenues during the three month periods ended September 30,
2001 and 2000 and it is not  anticipated  that we will be able to  generate  any
revenues in the foreseeable  future unless we engage in a business  combination,
as described herein. We had no costs of sales.

     Selling,  general and administrative expenses were $12,464 during our three
month period ended September 30, 2001,  compared to $103,405 in 2000, a decrease
of $90,941 (88%).  This decrease was attributable to our  discontinuance  of our
former  business plan as described  herein.  The expenses  incurred  during 2001
arose primarily from  professional and consulting fees ($5,102) and office costs
($6,371).

     As a result,  we  incurred a net loss of  $(12,071)  during the three month
period ended September 30, 2001 ($0.01 per share) as compared to our net loss of
$(101,351) ($.01 per share) during the comparable period in 2000.

Plan of Operation

     We intend to seek to acquire assets or shares of an entity actively engaged
in business which generates revenues, in exchange for its securities. We have no
particular  acquisitions  in mind  but as of the  date of this  Report,  we have
entered into discussions regarding such a business combination.

     We have no full time employees. Our Chief Executive Officer,  President and
Secretary  has  agreed  to  allocate  a  portion  of his  time  to our  business
activities,  without compensation.  He anticipates that our business plan can be
implemented by his devoting minimal time per month to our business affairs and,

                                        3

<PAGE>



consequently,  conflicts  of interest may arise with respect to the limited time
commitment by such officer.

General Business Plan

     Our purpose is to seek,  investigate and, if such  investigation  warrants,
acquire an  interest  in business  opportunities  presented  to us by persons or
firms who or which desire to seek the  perceived  advantages  of an Exchange Act
registered, trading corporation. We will not restrict our search to any specific
business,  industry,  or  geographical  location  and  we may  participate  in a
business  venture  of  virtually  any kind or  nature.  This  discussion  of the
proposed business is purposefully  general and is not meant to be restrictive of
our  virtually  unlimited  discretion  to search  for and enter  into  potential
business   opportunities.   Management  anticipates  that  we  may  be  able  to
participate  in only one  potential  business  venture  because we have  nominal
assets  and  limited  financial  resources.  See  "Part II,  Item 7 -  Financial
Statements."  This lack of  diversification  should be  considered a substantial
risk to our  shareholders  because  it will not  permit us to  offset  potential
losses from one venture against gains from another.

     We may seek a  business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new  product  or  service,  or for other  corporate  purposes.  We may
acquire assets and establish wholly owned  subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

     We  anticipate  that the  selection of a business  opportunity  in which to
participate  will be  complex  and  extremely  risky.  Due to  general  economic
conditions,  rapid  technological  advances  being made in some  industries  and
shortages  of available  capital,  management  believes  that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

     We have,  and will continue to have, a limited amount of capital with which
to provide the owners of business  opportunities  with any  significant  cash or
other assets.  However,  management  believes we will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered,  trading company without  incurring the cost
and

                                        4

<PAGE>



time required to conduct an initial public offering.  The owners of the business
opportunities  will,  however,  incur  significant legal and accounting costs in
connection with  acquisition of a business  opportunity,  including the costs of
preparing Form 8-K's,  10-K's or 10-KSB's,  agreements  and related  reports and
documents.  The  Securities  Exchange  Act of 1934 (the "34  Act")  specifically
requires that any merger or  acquisition  candidate  comply with all  applicable
reporting requirements,  which include providing audited financial statements to
be included within the numerous  filings  relevant to complying with the 34 Act.
Nevertheless,  our officers and directors have not conducted market research and
are not aware of statistical data which would support the perceived  benefits of
a merger or acquisition transaction for the owners of a business opportunity.

     The analysis of new business  opportunities will be undertaken by, or under
the supervision  of, our officers and directors,  none of whom is a professional
business analyst.  Management intends to concentrate on identifying  preliminary
prospective  business  opportunities  which may be  brought  to their  attention
through  present  associations  of  our  officers  and  directors,   or  by  our
shareholders.  In analyzing prospective business opportunities,  management will
consider  such matters as the  available  technical,  financial  and  managerial
resources;  working  capital  and  other  financial  requirements;   history  of
operations,  if any;  prospects  for the future;  nature of present and expected
competition;  the quality and  experience  of management  services  which may be
available and the depth of that management;  the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be  anticipated  to impact our proposed  activities;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
of acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  Our officers and directors  expect to meet  personally  with
management  and key  personnel  of the  business  opportunity  as part of  their
investigation.  To the extent possible, we intend to utilize written reports and
personal  investigation  to evaluate the above  factors.  We will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.

     Management, while not especially experienced in matters relating to our new
business,  shall rely upon their own efforts and, to a much lesser  extent,  the
efforts of our shareholders,  in accomplishing our business purposes.  It is not
anticipated  that we  will  utilize  any  outside  consultants  or  advisors  to
effectuate our business purposes described herein. However, if we do retain such
an outside consultant or advisor, any cash fee earned by such party will need to
be  paid by the  prospective  merger/acquisition  candidate,  as we have no cash
assets with which to pay such

                                        5

<PAGE>



obligation.  There  have  been no  contracts  or  agreements  with  any  outside
consultants and none are anticipated in the future.

     We will not  restrict our search for any  specific  kind of firms,  but may
acquire a venture which is in its  preliminary  or development  stage,  which is
already in operation,  or in essentially  any stage of its corporate life. It is
impossible  to predict at this time the status of any  business  in which we may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which we may offer.

Acquisition of Opportunities

     In implementing a structure for a particular business  acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing  agreement  with another  corporation  or entity.  We may also acquire
stock or assets of an existing  business.  On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of our company. In addition,  our directors may, as part of the terms of
the acquisition  transaction,  resign and be replaced by new directors without a
vote of our shareholders.

     It is  anticipated  that any securities  issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times  thereafter.  If  such  registration  occurs,  of  which  there  can be no
assurance,  it  will  be  undertaken  by the  surviving  entity  after  we  have
successfully consummated a merger or acquisition and we are no longer considered
a "shell"  company.  Until  such time as this  occurs,  we will not  attempt  to
register  any  additional  securities.  The issuance of  substantial  additional
securities and their potential sale into any trading market which may develop in
our securities  may have a depressive  effect on the value of the our securities
in the future, if such a market develops, of which there is no assurance.

     While the actual terms of a  transaction  to which we may be a party cannot
be predicted,  it may be expected  that the parties to the business  transaction
will find it  desirable  to avoid the  creation  of a taxable  event and thereby
structure  the  acquisition  in  a  so-called  "tax-free"  reorganization  under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity. In such event, our shareholders would retain less than 20% of the issued
and

                                        6

<PAGE>



outstanding  shares of the surviving  entity,  which would result in significant
dilution in the equity of such shareholders.

     As  part  of our  investigation,  our  officers  and  directors  will  meet
personally  with  management and key personnel,  may visit and inspect  material
facilities,  obtain independent  analysis of verification of certain information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures,  to the  extent  of our  limited  financial
resources and  management  expertise.  The manner in which we  participate in an
opportunity will depend on the nature of the  opportunity,  the respective needs
and desires of us and other parties,  the management of the  opportunity and our
relative negotiation strength and such other management.

     With respect to any merger or acquisition, negotiations with target company
management  is  expected  to focus on the  percentage  of stock which the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company.  Depending upon,  among other things,  the target  company's
assets  and  liabilities,  our  shareholders  will  in  all  likelihood  hold  a
substantially  lesser  percentage  ownership  interest  following  any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target  company with  substantial  assets.  Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.

     We will  participate in a business  opportunity  only after the negotiation
and  execution of  appropriate  written  agreements.  Although the terms of such
agreements  cannot be predicted,  generally  such  agreements  will require some
specific  representations  and  warranties by all of the parties  thereto,  will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which must be  satisfied  by each of the parties  prior to and after
such  closing,  will  outline  the  manner of  bearing  costs,  including  costs
associated  with our  attorneys  and  accountants,  will set forth  remedies  on
default and will include miscellaneous other terms.

     As stated  hereinabove,  we will not acquire or merge with any entity which
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction.  We are subject to all
of the  reporting  requirements  included  in  the 34  Act.  Included  in  these
requirements  is the  affirmative  duty to file  independent  audited  financial
statements as part of our Form 8-K to be filed with the  Securities and Exchange
Commission upon consummation of a merger or acquisition,  as well as our audited
financial  statements  included  in its annual  report on Form  10-KSB.  If such
audited  financial  statements  are not  available  at  closing,  or within time
parameters necessary to insure our compliance with the requirements of the 34

                                        7

<PAGE>



Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of our present  management.  If such transaction is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

Liquidity and Capital Resources

     At September 30, 2001, we had $58,186 in cash and cash equivalents. Also at
September 30,, 2001, we had an outstanding  loan payable in the principal amount
of $845,  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.

     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 the  operations  of the Company will be
influenced by general economic conditions once the Company commences  generating
revenues,  the Company does not believe that inflation had a material  effect on
the results of  operations  during the three month  period ended  September  30,
2001.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     There  were no new legal  proceedings  filed or  threatened  involving  our
company during the three month period ended September 30, 2001.

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

                                        8

<PAGE>





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

     (a) Exhibits - none

     (b) Reports on Form 8-K

     We did not file any reports on Form 8-K during the three month period ended
September 30, 2001.

                                        9

<PAGE>


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

                            CONDENSED BALANCE SHEETS

                               September 30, 2001


                                     ASSETS

                                                     September 30,    June 30,
                                                          2001          2001
                                                     -------------  -----------
                                                      (unaudited)
Current assets:
   Cash and equivalents                              $      58,186  $    71,355
   Prepaid expenses                                          2,887        2,887
                                                     -------------  -----------

               Total current assets                         61,073       74,242

Office equipment and computer software,
   net of accumulated depreciation                           7,872        8,341
                                                     -------------  -----------

          Total assets                               $      68,945  $    82,583
                                                     =============  ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                   $     48,552  $    48,874
   Loan payable-officer                                        845        2,090
                                                     -------------  -----------

          Total current liabilities                         49,397       50,964
                                                     -------------  -----------

Stockholders' equity:
   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     (1,455,319)  (1,443,248)
                                                     -------------  -----------

          Total stockholders' equity                        19,548       31,619
                                                     -------------  -----------

          Total liabilities and stockholders' equity $      68,945  $    82,583
                                                     =============  ===========



                        See notes to financial statements

                                       10
<PAGE>





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

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                                      February
                                                                      17, 1993
                                           Three-month period ended (inception)
                                                September 30,         through
                                            ----------------------   September
                                                2001       2000      30, 2001
                                            ----------  ----------  -----------

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

Operating expenses:
   Write-down of development costs                   -      30,565      811,973
   Professional and consulting                   5,102      52,485      429,247
   Research and development                          -         320       93,498
   Business development and travel                 523           -       79,803
   Office                                        6,371      18,878      145,747
   Depreciation and amortization                   468       1,155       31,031
   Loss on sale of furniture and equipment           -           -       11,115
   Cancellation of indebtedness                      -           -     (111,018)
                                            ----------  ----------  -----------

                                                12,464     103,405    1,491,396
                                            ----------  ----------  ------------

Loss from operations                           (12,464)   (103,405)  (1,491,396)

Interest income                                    393       2,054       36,077
                                            ----------  ----------  -----------

Net loss                                    $  (12,071) $ (101,351) $(1,455,319)
                                            ==========  ==========  ===========


Basic loss per share                        $    (0.00) $    (0.01) $     (0.28)
                                            ==========  ==========  ===========

Weighted average common shares outstanding   9,241,867   9,241,867    5,225,861
                                            ==========  ==========  ===========




                        See notes to financial statements

                                       11
<PAGE>

<TABLE>


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

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<CAPTION>
                                                       Three-month period ended  February 17, 1993
                                                             September 30,         (inception)
                                                        ----------------------       through
                                                           2001        2000     September 30, 2001
                                                        ----------  ----------  ------------------
<S>                                                     <C>         <C>         <C>
Net loss                                                $  (12,071) $ (101,351) $       (1,455,319)
Adjustments to reconcile net loss to net cash
   used in operating activities:
      Write-down of development costs                            -      30,567             811,973
      Loss on sale of furniture and equipment                    -           -              11,115
      Cancellation of indebtedness                               -           -            (111,018)
      Depreciation and amortization expense                    468       1,155              31,031
      Expenses of Company paid by officer                        -     (17,584)             48,516
      Obligations assumed by stockholders                        -           -              68,040
      Issuance of common stock for services/assets               -           -              67,154
      Changes in operating assets and liabilities:
      (Increase) decrease in prepaid expenses                    -         137               1,676
      Increase (decrease) in accounts payable                 (321)     22,677              23,553
                                                        ----------  ----------  ------------------

          Net cash used in operating activities            (11,924)    (64,399)           (503,279)
                                                        ----------  ----------  ------------------

Cash flows from investing activities:
   Purchase of applied-for patent                                -           -             (10,130)
   Proceeds from sale of furniture and equipment                 -           -               5,123
   Capital expenditures                                          -     (25,000)           (725,969)
                                                        ----------  ----------  ------------------

          Net cash used in investing activities                  -     (25,000)           (730,936)
                                                        ----------  ----------  ------------------

Cash flows from financing activities:
   Net proceeds from private placement of common stock           -           -           1,284,335
   Repayment of loans payable- officer                      (1,245)          -             (16,894)
   Loan advances received                                        -           -              25,000
                                                        ----------  ----------  ------------------

          Net cash provided by financing activities         (1,245)          -           1,292,441
                                                        ----------  ----------  ------------------

Net increase (decrease) in cash and equivalents            (13,169)    (89,399)             58,186

Cash and equivalents, beginning of period                   71,355     253,440                   -
                                                        ----------  ----------  ------------------

Cash and equivalents, end of period                     $   58,186  $  164,041  $           58,186
                                                        ==========  ==========  ==================

</TABLE>

                        See notes to financial statements

                                       12
<PAGE>


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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               September 30, 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,  Inc. and notes thereto  included in the
     Company's Annual Report on Form 10-KSB for the year ended June 30, 2001.

          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.

     Effective June 19, 1998, the Company  acquired  certain patent  application
     rights from FES Innovations,  Inc., a British Columbia,  Canada corporation
     ("FES").  The relevant terms of the transaction provided for the Company to
     (i) undertake a "forward  split" of its common stock,  whereby 10 shares of
     common  stock were issued in exchange for each share of common stock issued
     and outstanding, in order to establish the number of issued and outstanding
     common  shares of the Company at Closing to be 5,000,000  shares;  and (ii)
     issue to FES and its assigns an aggregate of 12,500,000 "restricted" common
     shares (post  split),  representing  approximately  71.4% of the  Company's
     outstanding  common stock. In July 1998, the Company filed amended articles
     of incorporation and changed its name to International Fuel Solutions, Inc.

                                       13
<PAGE>




1.   Unaudited interim financial statements (continued)

          History and business activity (continued)

     Effective  as of  March  31,  1999,  the  Company  and FES  entered  into a
     Rescission Agreement, whereby the Company and FES agreed to rescind the FES
     Acquisition  FES tendered  back to the  Company's  treasury an aggregate of
     12,500,000  "restricted"  common shares issued  pursuant to the acquisition
     and the Company returned the patent application rights it had acquired. FES
     also agreed to repay certain balances incurred by the Company applicable to
     the recession and other related activities.

     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 is 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, during the fiscal year ended June 30, 2000,
     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.

                                       14
<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.  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 write-downs of
     $811,973 in costs related to the  development of the software,  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. During the fiscal year
     ended  June 30,  2001,  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.  Management has determined  that  implementation  of the
     Company's  original  business  plan has become  improbable.  The Company is
     seeking to consummate a business combination, which will provide a business
     opportunity.

          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.

                                       15

<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 three-month periods ended September 30, 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.

          Leasing agreements

     Effective  April 1, 2001,  the  Company  entered  into an  operating  lease
     agreement for the rental of office  space.  In  connection  therewith,  the
     Company paid a $2,887 security deposit.  Such deposit is to be applied,  in
     part, to future rental payments with the balance to be held as a refundable
     security by the landlord. The monthly lease amount is $1,444 for a one year
     term ending March 31, 2002.  Future  minimum  payments under this operating
     lease are $13,284.


                                       16
<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.

          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 was  originally  estimated that the
     fees for such  services  would 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.
     During the year ended June 30,  2001,  the  consulting  firm  agreed to the
     cancellation  of all  debt it was owed by the  Company.  As a  result,  the
     Company  recognized  $111,018 in gain from  cancellation of indebtedness it
     had recorded.


                                       17
<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:  November 6, 2001



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

                                       18