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: December 31, 2000

                         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 February 19, 2001 was 9,241,867 shares.


<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     The unaudited financial  statements for the six month period ended December
31, 2000, 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

     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  Exchange  Act of 1934,  as amended (the "34
Act").

     Effective  April 17, 1999,  the Company  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").  The Company issued  2,500,000
shares of its common stock equal to ownership of  approximately  33% of its then
outstanding  shares,  in  exchange  for  all of the  Assets.  In  addition,  the
Company's  shareholders  approved  an  amendment  to the  Company's  Articles of
Incorporation,  changing the name of the Company to "Retail  Highway.com,  Inc."
The then management of the

                                        2


<PAGE>



Company resigned their  respective  positions with the Company and were replaced
by the Company's current management.

     As a result of this acquisition, the Company's 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, at least temporarily.

Plan of Operation

     We  generated no revenues  during the six month  period ended  December 31,
2000 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 the  opportunity  to the  Company's  investors  for  liquidity  in their
investment.

Liquidity and Capital Resources

     During the six month period ended December 31, 2000, we incurred  losses of
($142,188)  ($0.02 per share).  These  losses  arose from costs  incurred by the
Company  during  the  six  month  period  ended  December  31,  2000,  including
professional and consulting fees of $73,298. The balance of these costs included
office, depreciation and amortization and a write-down of

                                        3


<PAGE>



development  costs.  At  December  31,  2000,  we had  $134,042 in cash and cash
equivalents.

     At December 31, 2000,  the Company had an  outstanding  loan payable in the
principal  amount of $256, which was due to Mr. Levine and arose out of expenses
incurred by Mr. Levine on behalf of the Company.  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.

     As  discussed  in detail in our Form  10-KSB as filed  with the SEC for the
fiscal  year ended June 30,  2000,  in order to  implement  our  business  plan,
management has recognized the need for additional operating capital.  Management
has estimated  that, in order to fully  implement our business  plan, it will be
necessary for us to raise additional funds of up to $30 million, in either debt,
equity  or a  combination  of the  same.  To  date,  management  has  undertaken
discussions  with various  investment  bankers and venture  capitalists who have
expressed  an  interest  in  providing  this  funding to us,  but no  definitive
agreement  has been reached  between the Company and any other entity to provide
such funding to us and no assurances can be provided that such an agreement will
be reached in the future.  Management  believes that this is due, in large part,
to the fact that during  February  2000,  the B2C  (business to consumer)  space
became unpopular with the investment community. 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, has made access to additional capital virtually
impossible.  Other factors also contributed to our inability to raise additional
capital, which are described in the Company's aforementioned Form 10-KSB.

     As a result,  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.

                                        4


<PAGE>




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 six month period ended December 31, 2000.

                           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  District  Court  for the  Southern
District of New York  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,  $25,000 of
which is to be paid upon  execution of a definitive  settlement  agreement.  The
proposed  settlement  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.

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

                                        5


<PAGE>




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

     (a)  Exhibits

          EX-27    Financial Data Schedule

     (b)      Reports on Form 8-K

     No reports on Form 8-K were filed by us during the six month  period  ended
December 31, 2000.

                                        6


<PAGE>

<TABLE>

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

                            CONDENSED BALANCE SHEETS

                                     ASSETS

<CAPTION>
                                                             December 31,   June 30,
                                                                2000          2000
                                                            ------------  ------------
                                                             (unaudited)
<S>                                                         <C>           <C>
Current assets:
   Cash and equivalents                                     $    134,042  $    253,440
   Prepaid expenses                                               12,829        18,533
                                                            ------------  ------------

               Total current assets                              146,871       271,973

Office equipment and computer software,
   net of accumulated depreciation                                21,529        23,839

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

               Total assets                                 $    218,400  $    345,812
                                                            ============  ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                         $    206,237  $    173,539
   Loan payable-officer                                              256        18,178
                                                            ------------  ------------

               Total current liabilities                         206,493       191,717
                                                            ------------  ------------

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           (1,462,960)   (1,320,772)
                                                            ------------  ------------

               Total stockholders' equity                         11,907       154,095
                                                            ------------  ------------

               Total liabilities and stockholders' equity   $    218,400  $    345,812
                                                            ============  ============



                        See notes to financial statements
</TABLE>

                                        7


<PAGE>



<TABLE>


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

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<CAPTION>
                                              Six-month period ended     February 17, 1993
                                                    December 31,            (inception)
                                            --------------------------        through
                                                 2000         1999       December 31, 2000
                                            ------------  ------------   -----------------
<S>                                         <C>           <C>            <C>
Revenues                                    $          -  $          -   $               -
                                            ------------  ------------   -----------------

Operating expenses:
   Write-down of development costs                30,567        27,833             761,973
   Professional and consulting                    73,298        60,560             408,371
   Research and development                            -        44,782              93,498
   Business development and travel                 8,576        23,895              84,268
   Office                                         31,095        29,691             119,609
   Depreciation and amortization                   2,310        21,807              29,648
                                            ------------  ------------   -----------------

                                                 145,846       208,568           1,497,367
                                            ------------  ------------   -----------------

Loss from operations                            (145,846)     (208,568)         (1,497,367)

Interest income                                    3,658        15,787              34,407
                                            ------------  ------------   -----------------

Net loss                                    $   (142,188) $   (192,781)        $(1,462,960)
                                            ============  ============   =================


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

Weighted average common shares outstanding     9,241,867     9,221,595           4,830,059
                                            ============  ============   =================









                        See notes to financial statements
</TABLE>

                                        8


<PAGE>





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

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                             Three-month period ended
                                                    December 31,
                                            ---------------------------
                                                2000           1999
                                            -----------     -----------

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

Operating expenses:
   Professional and consulting                   20,813          36,579
   Research and development                           -          21,814
   Business development and travel                8,256           9,849
   Office                                        12,217          20,871
   Software maintenance                               -          27,833
   Depreciation and amortization                  1,155           6,140
                                            ------------    -----------

                                                  42,441        123,086
                                            ------------    -----------

Loss from operations                             (42,441)      (123,086)

Interest income                                    1,604          5,888
                                            ------------    -----------

Net loss                                    $    (40,837)   $  (117,198)
                                            ============    ===========


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

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








                        See notes to financial statements

                                        9


<PAGE>


<TABLE>


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

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<CAPTION>
                                                         Six-month period ended   February 17, 1993
                                                               December 31,         (inception)
                                                         ----------------------       through
                                                            2000        1999      December 31, 2000
                                                         ----------  ----------   -----------------
<S>                                                      <C>         <C>          <C>
Net loss                                                 $ (142,188) $ (192,781)  $      (1,462,960)
Adjustments to reconcile net loss to net cash
   used in operating activities:
      Write-down of development costs                        30,567           -             761,973
      Depreciation and amortization expense                   2,310      21,807              29,648
      Expenses of Company paid by officer                   (17,922)    (11,838)             30,594
      Obligations assumed by stockholders                         -           -              68,040
      Issuance of common stock for services/assets                -           -              67,154
      (Increase) decrease in prepaid expenses                   137     (38,967)             (8,266)
      Increase (decrease) in accounts payable                32,698     139,706              95,219
                                                         ----------  ----------   -----------------

               Net cash used in operating activities        (94,398)    (82,073)           (418,598)
                                                         ----------  ----------   -----------------

Cash flows from investing activities:

   Purchase of applied-for patent                                 -           -             (10,130)
   Capital expenditures                                     (25,000)   (532,568)           (746,565)
                                                         ----------  ----------   -----------------

               Net cash used in investing activities        (25,000)   (532,568)           (756,695)
                                                         ----------  ----------   -----------------

Cash flows from financing activities:

   Net proceeds from private placement of common stock            -       7,500           1,284,335
   Loan advances received                                         -           -              25,000
                                                         ----------  ----------   -----------------

               Net cash provided by financing activities          -       7,500           1,309,335
                                                         ----------  ----------   -----------------

Net increase (decrease) in cash and equivalents            (119,398)   (607,141)            134,042

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

Cash and equivalents, end of period                      $  134,042  $  643,267   $         134,042
                                                         ==========  ==========   =================



                        See notes to financial statements
</TABLE>

                                       10


<PAGE>




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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 31, 2000

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.

                                       11


<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.

                                       12


<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.

                                       13


<PAGE>




1.       Unaudited interim financial statements (continued)

                  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.

                  Research and development

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

2.       Stockholders' equity

                  1999 share issuance

         On April 17, 1999,  the Company issued  2,500,000  shares of its common
         stock to acquire certain assets,  including an electronic  commerce web
         site and the rights to  business  and domain  names (Note 1). No assets
         were recorded in the  transaction  because the seller had incurred only
         nominal costs for the assets and had no operations.

                  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  six-month  periods  ended  December 31, 2000 and 1999,  and
         since  inception,  the Company has  maintained  a mailing  address at a
         shareholder's place of business at no cost to the Company.

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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.

                  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,
         $25,000  of  which  is  to  be  paid  upon  execution  of a  definitive
         settlement agreement.  The proposed settlement 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.

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                                   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:  February 20, 2001



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



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                            RETAIL HIGHWAY.COM, INC.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB

                     FOR THE QUARTER ENDED DECEMBER 31, 2000

EXHIBITS                                                                Page No.

  EX-27  Financial Data Schedule..............................................18




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