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, 1999

                         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 December 31, 1999 was 9,221,867 shares.




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                                     PART I

ITEM 1.           FINANCIAL STATEMENTS.

     The unaudited financial  statements for the six month period ended December
31, 1999, 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").  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 (the "Assets") 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

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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.

     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,  and FES tendered  back to the  Company's  treasury an aggregate of
12,500,000  "restricted"  common shares issued pursuant to the acquisition.  FES
also agreed to repay a former principal of the Company for certain loans made to
the Company  application to the  rescission and other related  activities of the
Company.  The principal  reason for this rescission was the anticipated time and
costs associated with bringing the product to market.

     Thereafter,  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 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.

Plan of Operation

     The  Company  generated  no  revenues  during  the six month  period  ended
December 31, 1999.  While no assurances can be provided,  as of the date of this
report it is not anticipated that the Company will commence  generating revenues
until completion of its proposed web site as detailed below.

     The Company's  business 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

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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.

     As of the date of this report,  the Company has completed an agreement with
Siegel & Gale, Inc. ("S&G"), a top ten interactive and branding agency,  whereby
S&G agreed to provide  the  Company  with web site  design and market  posturing
services.  The applicable  agreement  required the Company to pay S&G the sum of
One Hundred Seventy Five Thousand ($175,000) Dollars in incremental payments and
as of the date of this report, the Company owes S&G the balance of $35,000.

     In  addition,  in October  1999,  the  Company  executed a contract  with Q
Strategies, LLC. ("QS"), a West Coast based customizing company that specializes
in Interworld  Commerce Exchange packages,  whereby QS has agreed to provide the
Company with planning and systems design services and integration of third party
support services to support the Company's Internet-based electronic commerce. In
exchange  for the same,  the  Company  paid the sum of One  Hundred  Twenty  Six
Thousand  ($126,000)  Dollars and agreed to issue to QS an  aggregate of 116,677
shares of its common stock,  20,000 of which was to be issued upon  execution of
the agreement  and an aggregate of 96,677  additional  restricted  shares of the
Company's  common  stock  subject  to  completion  of phases of  services  to be
performed as more fully detailed in the  agreement,  including (i) completion of
design  project,   which  is  almost  done  (13,333   shares);   (ii)  start  of
implementation  project,  which is expected to begin in  February  2000  (25,000
shares);  (iii) beta site launch (25,000  shares);  and (iv)  production of site
launch (33,334 shares).

     Web site  specifications  have  been  completed  and site  development  has
commenced.  It is anticipated  that the Company's site development will be ready
for beta  testing by the end of June 2000.  It is also  continuing  to negotiate
with BAM retailer  partners for their  inclusion on the Company's web site.  The
Company has initiated  exploratory  discussions  with a select group of retailer
candidates and begun development of strategic relationships with retail industry
organizations. In the second calendar quarter of 2000, the Company will launch a
public relations campaign targeting the retail industry, placing ads in retailer
publications  and  participating  in  trade  events.  The  objective  will be to
generate  awareness and inquiries and  accelerate  the addition of new retailers
after  initial site launch.  The campaign will also focus on  corporations  with
multiple  chains of branded  stores,  such as  Federated  Stores  and  Williams-
Sonoma/Pottery Barn. Management believes that these prospective retailer clients
have received the Company's  concept in a positive  manner;  however,  they have
indicated that they wished to review how

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the prospective web site will operate before they commit to contracting with the
Company.

     To the best knowledge of management, there are no other virtual malls which
exclusively  possess the brand name "bricks and mortar"  retailers.  Most of the
virtual  malls simply offer  hyperlinks to a retailer's  web site.  The Company,
through its web site,  expects to be able to provide Internet shoppers access to
a collection of what  management  perceives as the best  retailers in the world,
fast access to the products  which  consumers  want to purchase and a responsive
customer  service  environment.  In order to draw  shoppers to the Company's web
site,  the  Company  will  implement  an  aggressive  combination  of  marketing
strategies,  including both standard  advertising,  Internet  solutions and mass
media.

     The  Company  concurs  with  industry  analysts  that  BAM  retailers  will
ultimately be the big winners in online  shopping.  With existing high levels of
brand-awareness,  huge bases of loyal and trusting customers and, in many cases,
efficient  mail-order  infrastructures  in place,  BAM  retailers  are poised to
capitalize on the e-commerce boom.

     BAM  Retailers  are  continually  seeking  high-traffic  locations  for new
stores,  and the Company  intends to provide  them with a unique and  compelling
opportunity.  In  addition  to  directing  large  numbers of shoppers to its BAM
partners,  the  Company's  highly  targeted  advertising  will  ensure that site
visitors have a high propensity for spending online.  Transaction  rates will be
enhanced by featuring a wide variety of product  information  and  entertainment
content on the site, including product reviews, lifestyle articles, music, movie
and  game  downloads,   category-  specific  news,  "how-to"  segments,  e-mail,
messaging and more. This featured  content will keep shoppers on-site longer and
continually  provide  reasons  to  buy.  Additionally,  listings  of  retailers'
physical store locations will provide benefits by building  incremental  traffic
at the BAM stores. The ability for customers to pick up orders,  make returns or
exchanges,  and  capitalize on  synergistic  online/real-world  promotions  will
provide  BAM  retailers  with a  significant  advantage  over their  online-only
competition.

     According to  ComputerWorld,  the average cost of an e-commerce web site is
now more than $1 million.  RetailHighway  offers retailers a turnkey solution at
no cost  other  than a fee paid on each  sale  made.  The  Company  absorbs  all
operational costs for marketing,  advertising, site development and hosting, and
where necessary will provide  consultation on fulfillment and other supply-chain
requirements.

     As noted by  Ernst & Young,  Goldman  Sachs,  Jupiter  Research  and  other
leading  researchers,  BAM retailers  have in general been late in developing an
Internet presence. Without strong initiatives in

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this  relatively new arena,  they face  significant  competitive  pressures from
online-only  merchants.  BAM  retailers  are  currently  making  a shift to this
multichannel  strategy. The Company intends to provide a turnkey solution to BAM
retailers by becoming a primary  aggregation  point for online store  extensions
and high levels of consumer  traffic.  The Company  believes that both wired and
non-wired  retailers should benefit from a cost-efficient  e- commerce  solution
that will allow them to sell online while  maintaining  their  individual  brand
imagery. This is expected to be achieved through:

     -    Single-site  shopping  at  a broad range of quality  Bricks and Mortar
          retailers.  The Company  intends to represent  only branded Bricks and
          Mortar Retailers.  As a result,  customers will have a unique sense of
          familiarity, comfort and security.

     -    Turnkey  e-commerce  solutions for those BAM retailers not yet online.
          The Company expects to be the only shopping site on the Internet which
          will  not  require   retailers  to  have  their  own  web  site  as  a
          pre-requisite for participation.

     -    Fast  intuitive  shopping  without   "click-throughs"   to  individual
          retailer   sites.   All   retailer   product   data  will   reside  at
          RetailHighway.com  and  customers  will  make  multiple  purchases  at
          different  stores  without ever leaving the site. The risk of becoming
          "lost in cyberspace" is eliminated.

     -    A single shopping cart for all stores on the site. Shoppers will use a
          single  multi-vendor  shopping cart and single check-out  transaction,
          regardless of the number of stores from which purchases are made.

     -    A one-time, highly secure credit card transaction process.

     -    Rich  entertainment  and  information  content  to  generate  traffic,
          increase  purchases and build community  among  shoppers.  The Company
          intends  to  provide  extensive  entertainment,  news/information  and
          community-building  features  to  establish  itself  as the  "one-stop
          shopping and lifestyle destination."

     -    Online chat, e-mail and other portal services.

     -    Toll-free   phone   customer   service   features   coordinated   with
          participating Retailers.

     While no  assurances  can be  provided,  by  providing  these  features and
benefits, management believes that the Company's site

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should become a preferred  online  equivalent of physical  mall  locations.  The
primary  revenue  source will be  transaction  fees  charged to  retailers  as a
percentage  of  gross  sales,  equivalent  to  those  paid  to  real-world  mall
operators. Additional revenues will be derived from advertising on the site.

     The Company's web site is expected to be populated exclusively by retailers
with  physical  real-world  store  locations.  While  early  adopters  of online
shopping have been primarily price-driven,  management believes that the larger,
emerging wave of online consumers is predisposed to the same quality,  selection
and trust that they currently enjoy at their favorite real-world retailers. This
is   fundamental   to   the   Company's    strategy   of   providing    familiar
cyber-environments  designed to enhance the  comfort and  security of  shoppers.
What  the  Company   will   provide  is   convenient   access  to  the  familiar
"One-Stop-Shopping At Your Favorite Stores."

     The  Company  will  operate as a  facilitator  and will  neither  invest in
product inventory nor provide product  fulfillment  services.  Industry analysts
call this model the "sweet spot" in consumer e-commerce. While RetailHighway.com
will  transact all orders,  the  individual  BAM retailers  will handle  product
shipment.

     At present Web sites such as iMall and Shop.com offer web site building and
hosting  for  companies  wishing to  establish  an e-  commerce  presence on the
Internet.  In addition,  click-through sites such as fashionmall.com will, for a
fee,  direct  traffic  from their site to the  e-commerce  site of a retailer or
e-tailer.  In all cases,  retailers wishing to sell on the Internet are required
to dedicate significant  financial resources to an Internet e-commerce strategy.
Management believes that the Company's  competitive advantage will come from its
ability to offer  aggregation  of a large number of shoppers drawn by its unique
combination of great stores, speed, convenience,  and  information/entertainment
content to those BAM retailers  already online and to provide a turnkey solution
for non-wired BAM retailers to implement an e-commerce strategy without the need
for their own web site.

     Key  objectives of the Company's  retailer  acquisition  plan include:  (i)
broad product coverage to position the Company as the "one-stop" online shopping
destination;  (ii) an initial  complement (at site launch) of  high-quality  BAM
partners  which  provides a basis for growth in traffic  and  transactions;  and
(iii) rapid addition of BAM Retailer partners to realize  competitive  ownership
of key product categories.

     The  Company  has secured the  expertise  of key  advisors  from the retail
sector to develop the business-to-business  sales strategy. Given the importance
of   time-to-market,   particular   emphasis   will   be  put   on   identifying
category-specific  retailers who have fully embraced  online  selling,  can make
fast  partnering  decisions and whose  product  content can easily be integrated
into the Company's

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database.  The Company  believes  that a successful  site launch will require an
initial  store  count of 30-50 with a balanced  mix of key  product  categories.
Initially only a subset of a particular retailer's inventory may be available so
that more  stores will be on-site  early,  with their  remaining  products to be
added after site launch.

     As of the  date of this  report,  the  Company  is  continuing  exploratory
discussions with a select group of retailer candidates.  A demonstrator model of
the site will be completed for use in formal retailer presentations. The Company
has  also  begun   development   of  strategic   relationships   with   industry
organizations such as the National Retail  Federation.  Beginning in March 2000,
the Company intends to launch a public relations  campaign  targeting the retail
industry,  placing  ads in  retailer  publications  and  participating  in trade
events. The objective will be to generate awareness and inquiries and accelerate
the addition of new retailers after initial site launch.  The campaign will also
focus on corporations with multiple chains of branded stores,  such as Federated
Stores and Williams-Sonoma/Pottery Barn.

     Key selection criteria for targeted retailers include category  leadership,
effective product-fulfillment infrastructure,  broad brand-awareness and quality
image,  ease of database  conversion,  quality customer  service,  broad product
selection,  progressive corporate culture and aggressive marketing.  Prospective
BAM partners currently  conducting mail order,  catalogue or Internet operations
will receive the highest priority.  Prospective retailers will also be evaluated
for their adherence to high standards in customer service,  problem  resolution,
product return, and customer privacy practices.

     Promotional  incentives  being  considered  to foster rapid  engagement  of
initial BAM retailers include a period of reduced or eliminated transaction fees
on customer  purchases,  credits  for on- site  advertising  as visitor  traffic
reaches  threshold  levels,   prominent   mentions  in  the  Company's  consumer
advertising   campaign  and   limited-time   exclusivity  in  specific   product
categories.

     Management  believes  that  a  strong  brand  presence  is  crucial  to the
aggregation  of consumer  traffic.  The  Company's  goal of  category  dominance
requires it to quickly and effectively  establish  powerful brand recognition by
consumers.   To  accomplish  this,  management  has  designed  a  marketing  and
communications strategy that relies on both online impressions as well as strong
real-world  initiatives.  All advertising will focus on inextricably linking the
Company's URL with "shopping" in the mind of the consumer and  establishing  the
Company as the site which replicates the real- world shopping experience online.
Specific brand  attributes such as speed,  ease of navigation,  security and fun
will  also  be  emphasized.   The  Company's  consumer  marketing  plan  employs
strategies designed to achieve high levels of visitors at

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introduction and sustaining  traffic to generate a long-term reach of 4.5% among
the rapidly growing audience of online households,  significant  transaction fee
revenues  derived  from  exceeding  the  industry-standard  "look-to-buy"  ratio
(currently  2%) and above-  average  "time-on-site"  metrics,  increasing  store
visits and significant revenues from both advertising and transaction fees.

     Management  also believes that the  simplicity of the Company's  message is
conducive to efficient media spending. Many online shopping sites spend enormous
advertising  budgets to  establish  their  reason-for-being  and  develop  brand
imagery.  RetailHighway  believes  that  it can  spend  proportionately  less to
achieve  its  objectives  because its message is  straightforward  and  directly
addresses the primary motivators of online shoppers:  speed, value, convenience,
choices and fun. In addition,  the highly  memorable  and relevant name of those
BAM's  anticipated  to be part of the  Company's  web  site  should  allow  easy
recognition and allow for efficient media spending with a cost-effective  mix of
ad unit sizes,  combining  larger print and longer  broadcast ads to educate the
public  with  high-frequency  insertions  of smaller and shorter ads to maximize
share-of-mind.  The inclusion of high-quality  branded  retailers is expected to
enhance consumer recall, accelerate response rates and help to mitigate security
concerns for online shoppers.

     Advertising will target both men and women with equal weight,  an age range
of 25-54, and households with incomes greater than $50,000.  These  demographics
are consistent with those of current online shoppers. RetailHighway will closely
monitor  online user data to ensure that  advertising  continues to be precisely
targeted.

     To verify that  advertising  spending is  optimized  for the lowest cost of
customer  acquisition,  frequent  market tests of media mix and spending  levels
will be  conducted.  This testing will be executed  within  multiple  markets to
continually tune national spending levels.  Likewise,  ad campaign concepts will
be  subjected  to  focus  group  and  market-testing  research  prior  to  broad
deployment.  The  objective of this testing is to define the  combination  of ad
designs  and  media  spending  which  generates  the  lowest  ratio  of sales to
marketing cost.

     The Company  intends to implement a disciplined  geographical  rollout plan
designed to measure  consumer-response  rates and  identify  system  performance
issues. Introduction of the Company's service will be initiated via Beta test in
late  Spring 2000 in three  major  markets,  including  Chicago,  Illinois,  San
Francisco,  California  and  Dallas,  Texas  and will  span a  two-month  market
measurement period. This should provide ample time for advertising  awareness to
build.  Additional  markets  will be added over the ensuing  months  building to
top-20 market coverage.  During this rollout period,  national  coverage will be
achieved  through  targeted  advertising  on the  Internet and Cable TV to reach
upper-income

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Internet  users.  Media  will run at  heavier  weights  in these top 20  "wired"
markets,  which contain over 80% of America's  Internet-  connected homes. These
markets  include  the  top  US  areas  of  dominant  influence  ("ADI's").   San
Francisco/San  Jose will receive added local emphasis in order to  significantly
penetrate the Silicon Valley community. New York will also be targeted to impact
the Wall Street financial community.

     Concurrent with this effort,  research tracking studies measuring  consumer
awareness,  attitudes and response  rates will be conducted.  Findings from this
introductory  phase will be used to make  required  adjustments  to  advertising
messages, media mix and spending levels. System performance-tuning  requirements
will also be identified and addressed during this period.

     The Company's  advertising campaign is designed to generate broad awareness
of the  RetailHighway.com  brand  while  establishing  its  compelling  consumer
proposition.  Media  selection will be based on the target  audience of upwardly
mobile consumers, busy but Internet-literate, who use the Net for information as
well as entertainment.  The plan will target  "purchasers" as well as "shoppers"
with limited leisure time who are looking for a fast, easy, secure and efficient
way to shop online. The technology sector,  including users and investors,  will
also be targeted.

     Media  selection  will include  both  national  and local  components.  The
national  component will enable the message to be  communicated  to all users of
online  services.  The  focus of local  advertising  will be on the  twenty  key
"wired" markets where the majority of online users reside.

     Relevant to the Company's  national media plan, it is anticipated that this
will  involve  cable  television,  rather  than the  broadcast  networks,  which
management  believes will target key consumers more effectively and efficiently.
Cable networks under  consideration  include CNN,  CNBC,  MSNBC,  Headline News,
Bloomberg  Business Report,  and CNNfn. The campaign will use 10-second spots to
promote the  RetailHighway.com  URL in very  high-frequency  rotation.  The plan
includes  as many as 200  spots  per  station  over  the  launch  period  in the
early-morning,  prime  time  and  late-night  dayparts.  Additionally,  national
magazines skewed to the Internet user,  business and investor class will also be
used.  Publications  under  consideration  include Fast Company,  Business Week,
Industry  Standard,  Forbes,  Fortune,  Red  Herring and Wired.  Other  national
publications  including The Wall Street Journal, USA Today, Time, Newsweek,  GQ,
Details, Maxim,  Cosmopolitan and the New Yorker, which provide broader reach to
the Company's target market are also expected to be utilized.

     Internet  advertising  will be used for  continuity of brand presence among
Internet users currently adopting  cybershopping and the new consumers coming to
the Internet. Given that the cost of

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banner ads on well-trafficked  sites is very expensive and average click-through
rates have fallen to below 1%, the Company  will conduct  frequent  "run-of-net"
testing to evaluate  which sites are best for ad placements.  These  evaluations
will be based on cost- per-converted-lead  versus traditional  cost-per-thousand
views.

     Direct-mail  initiatives  tied to credit card and  participating-  retailer
account mailings will target a defined  demographic  segment of online shoppers.
Special offers and incentives will be available to consumers via the direct-mail
campaign.

Liquidity and Capital Resources

     During the six month period ended December 31, 1999,  the Company  incurred
losses of  ($192,781)  ($.02 per share) as a result of  incurring  research  and
development  costs  related to its current  business plan  described  herein and
other general and administrative expenses.

     In order to implement the business plan  described  herein,  management has
recognized the need for additional  operating capital.  In response to this need
and as of the date of this  report,  the  Company  intends to commence a private
offering of its securities,  whereby the Company, on its own behalf, is offering
not less than 1,000,000 nor more than 2,000,000 Units (the "Units" or a "Unit"),
to US accredited  investors  only (as that term is defined under the  Securities
Act of 1933), as well as non-US residents,  each Unit consisting of one share of
the Company's non-voting Series A Convertible  Preferred Stock, each convertible
into one share of the  Company's  common  stock and one Class "A"  Common  Stock
Purchase Warrant,  (the "Warrants" or a "Warrant"),  each Warrant exercisable to
purchase one share of the Company's Common Stock. The Units are being offered at
an offering  price of $5.00 per Unit for aggregate  gross proceeds of $5 million
(minimum) and $10 million (maximum). The minimum investment is $100,000. Until a
minimum of $5,000,000 in Units are subscribed  and accepted by the Company,  all
money invested shall be held in escrow.

     Because the Company is not currently required to pay salaries to any of its
officers or directors, management believes that the Company has sufficient funds
to continue  operations  through the foreseeable  future. It is anticipated that
current management will begin receiving nominal salaries in the near future.

     As of December 31, 1999, the Company owed Michael  Levine,  President and a
director  of the  Company,  the  principal  balance  of  $3,375.  This  loan  is
non-interest bearing and is due upon demand.

     The Company's  securities  are  currently  not liquid.  There are no market
makers  in  the  Company's  securities.   However,  the  Company  has  filed  an
application  to list its  common  stock for  trading on the OTC  Bulletin  Board
operated by the NASD. However, there can be

                                       11

<PAGE>



no  assurances  that the  Company's  common stock will be approved for trading.

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, 1999.

YEAR 2000 DISCLOSURE

     Many existing  computer  programs use only two digits to identify a year in
the date field.  These programs were designed and developed without  considering
the  impact  of the  upcoming  change in the  century.  If not  corrected,  many
computer  applications  could fail or create erroneous results by or at the Year
2000. As a result,  many companies will be required to undertake  major projects
to address the Year 2000  issue.  The  Company  presently  owns less than $6,000
worth of computers,  all of which has been tested for Year 2000  compliance.  It
anticipates  utilizing outside contractors for the bulk of its computer work for
the foreseeable  future.  These  consultants  have advised the Company that they
have made all  necessary  revisions  to their  software  to avoid any  potential
problems arising in the year 2000. As of the date of this report, the Company is
relying upon  Interworld for its computer  services.  The  applicable  agreement
between the Company and  Interworld  provides for the Company being  indemnified
for any year  2000  liabilities.  However,  there can be no  assurance  that the
computer  systems  necessary to maintain the viability of the Internet or any of
the websites that direct  consumers to the  Company's  website will be year 2000
compliant.  In this regard, it is noted that the Company's proposed website will
not be operational  until after January 1, 2000 and, as a result,  the Year 2000
impact is anticipated to be nominal on the Company.

                           PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS - NONE

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


                                       12

<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 the  Company  during the
six month period ended December 31, 1999.

                                       13

<PAGE>

<TABLE>


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

                            CONDENSED BALANCE SHEETS


                                     ASSETS


<CAPTION>
                                                     December 31,   June 30,
                                                         1999          1999
                                                     -----------   -----------
<S>                                                  <C>           <C>
Cash and equivalents                                 $   643,267   $ 1,250,408
Prepaid expenses                                          49,336        10,369
                                                     -----------   -----------

          Total current assets                           692,603     1,260,777

Office equipment and computer software,
   net of accumulated depreciation                       510,761             -
                                                     -----------   -----------

          Total assets                               $ 1,203,364   $ 1,260,777
                                                     ===========   ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY



Accounts payable and accrued expenses                $   158,462   $    18,756
Loan payable-officer                                       3,375        15,213
                                                     -----------   -----------

          Total current liabilities                      161,837        33,969
                                                     -----------   -----------
Stockholders' equity:
   Common stock, $.001 par value
      50,000,000 shares authorized
      9,221,867 shares issued and
      outstanding at September
      9,211,867 shares issued and
      outstanding at June                                  9,222         9,212
   Additional paid-in capital                          1,450,645     1,443,155
   Deficit accumulated during the development stage     (418,340)     (225,559)
                                                     -----------   -----------
          Total stockholders' equity                   1,041,527     1,226,808
                                                     -----------   -----------

          Total liabilities and stockholders' equity $ 1,203,364   $ 1,260,777
                                                     ===========   ===========





</TABLE>




                                       14

<PAGE>

<TABLE>


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

                       CONDENSED STATEMENTS OF OPERATIONS




<CAPTION>
                                                                 February 17, 1993
                                     Six-month periods ended        (inception)
                                            December 31,              through
                                         1999         1998       December 31, 1999
                                      ---------    ---------     -----------------
<S>                                   <C>          <C>               <C>
Revenues                              $       -    $       -         $       -
                                      ---------    ---------         ---------

Operating expenses:
  Professional and consulting            60,560       45,628           150,855
  Research and development               44,782       10,559           138,280
  Business development and travel        23,895        8,091            54,303
  Office                                 29,691        8,867            46,428
  Software maintenance                   27,833            -            27,833
  Depreciation and amortization          21,807            -            21,807
                                      ---------    ---------         ---------

                                        208,568       73,145           439,506

Interest income                         (15,787)       1,856            10,408
                                      ---------    ---------         ---------

Net loss                              $(192,781)   $ (75,001)        $(449,914)
                                      =========    =========         =========

Basic loss per share                  $   (0.02)   $   (0.00)        $   (0.11)
                                      =========    =========         =========

Weighted average common
  shares outstanding                  9,221,595    5,000,000         4,157,821
                                      =========    =========         =========





</TABLE>
















                                       15

<PAGE>

<TABLE>




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

                       CONDENSED STATEMENTS OF OPERATIONS







<CAPTION>
                                                      Three-month periods ended
                                                            December 31,
                                                      -------------------------
                                                          1999         1998
                                                       ---------    ---------
<S>                                                    <C>          <C>
Revenues                                               $       -    $       -
                                                       ---------    ---------

Operating expenses:
  Professional and consulting                             36,579        8,816
  Research and development                                21,814          333
  Business development and travel                          9,849        6,146
  Office                                                  20,871        2,038
  Software maintenance                                    27,833            -
  Depreciation and amortization                            6,140            -
                                                       ---------    ---------

                                                         123,086       17,333

Interest income                                           (5,888)       1,856
                                                       ---------    ---------

Net loss                                               $(117,198)   $ (19,189)
                                                       =========    =========

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

Weighted average common shares outstanding             9,221,867    5,000,000
                                                       =========    =========

</TABLE>

                                       16

<PAGE>

<TABLE>


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

                       CONDENSED STATEMENTS OF CASH FLOWS



<CAPTION>
                                                                                  February
                                                                                  17, 1993
                                                                                (Inception)
                                                      Six-month periods ended     Through
                                                         ended December 31,       December
                                                           1999        1998       31, 1999
                                                      -----------  ----------   -----------
<S>                                                   <C>          <C>          <C>
Net loss                                              $  (192,781) $  (75,001)  $  (418,340)
Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization                          21,807          39        21,807
    Expenses of Company paid by officer                   (11,838)          -        33,713
    Loan obligations assumed by stockholders                    -           -        68,040
    Issuance of common stock for services/assets                -           -        52,154
    Increase in prepaid expenses                          (38,967)      1,691       (39,206)
    Increase in accounts payable and accrued expenses     139,706      12,141       158,462
                                                       ----------  ----------   -----------

          Net cash used in operating activities           (82,073)    (61,130)     (123,370)
                                                       ----------  ----------   -----------

Cash flows from investing activities:
   Purchase of applied-for patent                               -           -       (10,130)
   Purchase of office equipment and computer software    (532,568)       (775)     (532,568)
                                                       ----------  ----------   -----------

          Net cash used in investing activities          (532,568)       (775)     (542,698)
                                                       ----------  ----------   -----------

Cash flows from financing activities:
  Loan advances                                                 -      52,791             -
  Net proceeds from private placement of
      common stock                                          7,500           -     1,284,335
  Monies received from loan advances                            -     (15,000)       25,000
                                                       ----------  ----------   -----------

          Net cash provided by financing activities         7,500      37,791     1,309,335
                                                       ----------  ----------   -----------

Net decrease in cash and equivalents                     (607,141)    (24,114)      643,267

Cash and equivalents, beginning of period               1,250,408      20,150             -
                                                       ----------  ----------   -----------

Cash and equivalents, end of period                    $  643,267  $   (3,964)  $   643,267
                                                       ==========  ==========   ===========




</TABLE>



                                       17

<PAGE>



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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 31, 1999


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. (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, 1999.

                  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.



                                       18

<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.

         On March 31, 1999, the Company  entered into a letter of intent with an
         unrelated party,  whereby the Company agreed, in principle,  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  acquisition  was  successfully
         consummated  effective April 17, 1999, and 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.

         The  Company is  currently  accepting  bids from among what  management
         believes are the best web site builders and Internet hosting  companies
         currently in existence,  to construct a web site in accordance with the
         Company's  technical   specifications.   While  no  assurances  can  be
         provided,  management estimates that a final contract will be completed
         in this  regard  on or  before  October  31,  1999,  with  the web site
         becoming fully functional on or before April 1, 2000.

         As of the date on this report,  management  has  initiated  discussions
         with several major  retailers in order to establish  their  interest in
         becoming  a  member  of the  Company's  "mall"  concept.  To  the  best
         knowledge of management, there are no other virtual malls which possess
         the brand name "bricks and mortar" retailers. Most of the virtual malls
         simply offer hyperlinks to a retailer's web site. The Company,  through
         its web site, expects to be able to provide Internet shoppers access to
         a collection of what management  perceives as the best retailers in the
         world, fast access to the products which consumers want to purchase and
         a responsive customer service environment. In order to draw shoppers to
         the  Company's  web site,  the Company  will  implement  an  aggressive
         combination   of  marketing   strategies,   including   both   standard
         advertising, Internet solutions and mass media.





                                       19

<PAGE>



1.       Unaudited interim financial statements (continued)

                  Development stage

         The Company has been a development stage company since its inception on
         February  17, 1993.  Currently,  the Company is seeking to establish an
         "Internet shopping portal" as described above.

                  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.

         Basic  loss per  common  share has been  restated  for the  three-month
         period ended  September  30, 1998,  to give  retroactive  effect to the
         Stock Rescission Agreement described in Note 2.

                  Research and development

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

                  Reclassifications

         Certain  reclassifications  have been made to the financial  statements
         for the  six-month  period  ended  December  31,  1998  and the  period
         February 17, 1993 (inception)  through December 31, 1998, to conform to
         the presentation for the six-month period ended December 31, 1999.

2.       Stockholders' equity (deficit)

                  1998 share issuance and subsequent rescission

         On June 19,  1998 the  Company  purchased  certain  patent  application
         rights from an unrelated party in exchange for 12,500,000 shares of its
         common stock. The transaction was valued at predecessor cost of $51,644
         or $.004 per share.

         Effective  March  31,  1999,  the  Company  entered  into a  Rescission
         Agreement  whereby the 12,500,000 shares were returned to the Company's
         treasury.  The number of shares  outstanding  at September 30, 1998 and
         for the period from the original issuance of the shares (June 18, 1998)
         through the effective date of the Rescission (March 31, 1999) have been
         restated to give retroactive effect to the Rescission  Agreement.  As a
         result,  the  Company's  stockholders'  equity is  presented  as if the
         shares had never been  issued.  Basic loss per share for the  six-month
         period ended December 31, 1998, has also been restated.

         In conjunction  with the  Rescission  agreement,  certain  shareholders
         agreed to assume  obligations  incurred on behalf of the  Company.  The
         assumption   of  Company   obligations   was   recorded  as  a  capital
         contribution, resulting in an increase in additional paid-in capital of
         $113,378 during the quarter ended March 31, 1999.




                                       20

<PAGE>



2.       Stockholders' equity (deficit) (continued)

                  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.

         The Company  anticipates using the proceeds of the private placement to
         fund  the  development  of its  web  site  and  related  operating  and
         marketing expenses.


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, 1999 and 1998,  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 capitalized the license fee which it will amortize over
         a five-year period  representing the software's  estimated useful life.
         The  support and  maintenance  fee will be  expensed  ratably  over the
         one-year term of the support agreement.






                                       21

<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".

                  Brand development

         During  October  1999,  the Company  entered into an  agreement  with a
         marketing firm to develop the Retail  Highway.com  brand.  The fees for
         the project total $175,000 with $70,000 to be paid upon commencement of
         the project and the  balance to be paid within  approximately  60 to 90
         days.

                  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 are payable at the  commencement of the project
         with the  balance of the  payments in cash and stock  payable  over the
         term of the project which is not expected to exceed five months.




                                       22

<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:  February 21, 2000



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






                                       23

<PAGE>


                            RETAIL HIGHWAY.COM, INC.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                     FOR THE QUARTER ENDED DECEMBER 31, 1999

EXHIBITS                                                                Page No.

  EX-27           Financial Data Schedule.....................................25

                                                                              24