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

                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                      For Quarter Ended: September 30, 2002

                         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.)

                              149 Gainsborough Rd.
                                     Suite 2
                            Toronto, Ontario, Canada
                            ------------------------
                    (Address of principal executive offices)

                                     M4L 3C3
                                     -------
                                   (Zip Code)

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


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: Yes
__X__ No ____.

The number of shares of the registrant's only class of common stock issued and
outstanding, as of November 12, 2002 was 9,241,867 shares.

Documents incorporated by reference: Form 8-K, dated July 22, 2002 (filed August
8, 2002, and Form 8-K/A1, dated July 22, 2002 (filed September 4, 2002), each of
which is incorporated into Part II, Item 6, as if set forth.



<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     The  unaudited  financial  statements  for the  three  month  period  ended
September 30, 2002, 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 our unaudited
Financial  Statements and notes thereto included herein. In connection with, and
because it desires to take  advantage  of, the "safe  harbor"  provisions of the
Private  Securities  Litigation Reform Act of 1995, the Company cautions readers
regarding  certain  forward looking  statements in the following  discussion and
elsewhere in this report and in any other statement made by, or on the behalf of
the Company,  whether or not in future  filings with the Securities and Exchange
Commission.  Forward  looking  statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other  developments.  Forward looking  statements are necessarily  based upon
estimates and assumptions that are inherently  subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond the Company's  control and many of which, with respect to future business
decisions,  are subject to change.  These  uncertainties  and  contingencies can
affect actual results and could cause actual results to differ  materially  from
those expressed in any forward looking  statements made by, or on behalf of, the
Company.  The  Company  disclaims  any  obligation  to  update  forward  looking
statements.

Overview

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

     Effective  April 17,  1999,  we acquired  certain  assets  owned by Michael
Levine,  including  a  proposed  electronic  commerce  web site and the right to
certain business names,  including  "Shopshopshopping.com,"  "Retailhighway.com"
and  "Greatestmall  on earth.com" (the "Assets").  We issued 2,500,000 shares of
our common stock equal to ownership of approximately 33% of our then outstanding
shares,  in  exchange  for all of the  Assets.  In  addition,  our  shareholders
approved an  amendment  to our  Articles of  Incorporation  changing our name to
"Retail  Highway.com,  Inc."  Our  then  management  resigned  their  respective
positions and were replaced by our current management.

     As a result of this  acquisition,  our  principal  business  objective  was
changed to becoming a primary portal and transaction point for online extensions
of "Bricks and Mortar" ("BAM") retail stores. As described hereinbelow,  as well
as in our Form 10-KSB for our fiscal year ended June 30, 2002, we have abandoned
this business plan and are currently  seeking to merge with or otherwise acquire
another business, or otherwise proceed in accordance with the disclosure below.


                                        2

<PAGE>



Results of Operations

Comparison of Results of Operations for the three month periods ended  September
30, 2002 and 2001

     We generated no revenues during the three month periods ended September 30,
2002 and 2001,  and it is not  anticipated  that we will be able to generate any
revenues in the foreseeable  future unless we engage in a business  combination,
as described herein. We had no costs of sales.

     Selling,  general and administrative  expenses were $6,383 during our three
month period ended September 30, 2002, compared to $12,464 during the comparable
period in 2001, a decrease of $6,081 (48.8%).  This decrease was attributable to
our discontinuance of our former business plan as described herein. The expenses
incurred during the three month period ended September 30, 2002, arose primarily
from  professional  and  accounting  fees  relating  to  costs  associated  with
maintaining our status as reporting company under the Securities Exchange Act of
1934, as amended,  as well as costs  associated with possible  acquisitions  and
office costs.

     As a result,  we  incurred a net loss of  $(6,400)  during the three  month
period ended  September  30, 2002 (less than $0.01 per share) as compared to our
net loss of $(12,071)  (less than $0.01 per share) during the comparable  period
in 2001.

Plan of Operation

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

     We have no full time employees. Our Chief Executive Officer,  President and
Secretary  has  agreed  to  allocate  a  portion  of his  time  to our  business
activities,  without compensation.  He anticipates that our business plan can be
implemented by his devoting  minimal time per month to our business affairs and,
consequently,  conflicts  of interest may arise with respect to the limited time
commitment by such officer.

General Business Plan

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

     We may seek a  business  opportunity  with  entities  which  have  recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service, or for other

                                        3

<PAGE>



corporate   purposes.   We  may  acquire  assets  and  establish   wholly  owned
subsidiaries   in  various   businesses  or  acquire   existing   businesses  as
subsidiaries.

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

     We have,  and will continue to have, a limited amount of capital with which
to provide the owners of business  opportunities  with any  significant  cash or
other assets.  However,  management  believes we will be able to offer owners of
acquisition  candidates  the  opportunity  to  acquire a  controlling  ownership
interest in a publicly  registered,  trading company without  incurring the cost
and time  required  to  conduct an initial  public  offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection with  acquisition of a business  opportunity,  including the
costs of  preparing  Form  8-K's,  10-K's or  10-KSB's,  agreements  and related
reports  and  documents.  The  Securities  Exchange  Act of 1934  (the "34 Act")
specifically  requires that any merger or acquisition  candidate comply with all
applicable  reporting  requirements,  which include  providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act.  Nevertheless,  our officers and directors have not conducted market
research and are not aware of statistical data which would support the perceived
benefits  of a merger or  acquisition  transaction  for the owners of a business
opportunity.

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

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

                                        4

<PAGE>



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

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

     During our fiscal year ended June 30,  2002,  and in  conjunction  with our
current  efforts  to  identify  either a merger  or  acquisition  candidate,  on
November 21, 2001, we executed a non-binding  letter of intent to either acquire
all  of the  issued  and  outstanding  securities  of  Cryptometrics,  Inc.,  or
otherwise acquire all of the assets of  Cryptometrics.  Cryptometrics is engaged
in the business of development  of biometric  software  applications.  As of the
date of this  Report,  the  applicable  letter of intent  has  expired  and as a
result, we intend to continue to seek out and acquire another business entity or
its assets.

Acquisition of Opportunities

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

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

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

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

                                        5

<PAGE>



nature of the  opportunity,  the  respective  needs and  desires of us and other
parties, the management of the opportunity and our relative negotiation strength
and such other management.

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

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

     As stated  hereinabove,  we will not acquire or merge with any entity which
cannot provide  independent  audited  financial  statements  within a reasonable
period of time after closing of the proposed transaction.  We are subject to all
of the  reporting  requirements  included  in  the 34  Act.  Included  in  these
requirements  is the  affirmative  duty to file  independent  audited  financial
statements as part of our Form 8-K to be filed with the  Securities and Exchange
Commission upon consummation of a merger or acquisition,  as well as our audited
financial  statements  included  in its annual  report on Form  10-KSB.  If such
audited  financial  statements  are not  available  at  closing,  or within time
parameters  necessary to insure our compliance  with the  requirements of the 34
Act,  or if the  audited  financial  statements  provided  do not conform to the
representations  made by the candidate to be acquired in the closing  documents,
the  closing  documents  will  provide  that the  proposed  transaction  will be
voidable,  at the discretion of our present  management.  If such transaction is
voided,  the  agreement  will  also  contain  a  provision   providing  for  the
acquisition  entity to reimburse us for all costs  associated  with the proposed
transaction.

Liquidity and Capital Resources

     At September 30, 2002, we had $5,014 in cash and cash equivalents.  Also at
September  30,  2002,  we had  accounts  payable in the  amount of  $36,323  and
outstanding  loans payable in the aggregate  principal amount of $11,606 , which
are due to Mr. Levine. Of the $11,606,  $10,000 was loaned to the Company by Mr.
Levine on  September  9, 2002,  and is  evidenced  by a  promissory  note due on
September 9, 2003, or upon consummation of a merger or acquisition  resulting in
a change our management,  whichever event occurs first.  This loan is unsecured,
bears interest at 3% per annum and is convertible at Mr.  Levine's option during
the term of the promissory  note into 1,333,333  shares of the Company's  common
stock.  The remaining $1,606 owing to Mr. Levine  represents  interest which has
accrued on the $10,000  promissory note plus out of pocket expenses  incurred by
Mr. Levine on our behalf and is also  unsecured,  due upon demand,  and does not
accrue interest.

     As of the date of this Report,  our current cash position is not sufficient
to meet our  current  obligations.  Furthermore,  as we continue  operations  we
expect to incur additional costs and expenses related to the  implementation  of
our business plan described above. To meet these obligations,  it is anticipated
that current management may need to make additional loans to us, or

                                        6

<PAGE>



otherwise  make  other  arrangements  with these  creditors.  Because we are not
currently  required  to  pay  salaries  to any of  our  officers  or  directors,
management  believes  that we will be able to  continue  operations  through the
foreseeable   future.   However,   because  of  our  working  capital   deficit,
stockholders'  deficit and history of  operating  losses,  there is  substantial
doubt  about  our  ability  to  continue  as a  going  concern.  It  is  further
anticipated  that we will  continue  to  incur  expenses  without  corresponding
revenues during the foreseeable future.

Inflation

     Although  management  expects that our  operations  will be  influenced  by
general  economic  conditions,  we do not believe that  inflation had a material
effect on our  results  of  operations  during  the  three  month  period  ended
September 30, 2002.

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

     In  October  2000,  the  parties  executed  a letter  agreement  containing
settlement terms, which provide for us to pay S&G $187,419.  This settlement was
memorialized  in  February  2001.  Pursuant  to  the  terms  of  the  settlement
agreement,  we paid S&G $25,000 upon execution.  The agreement also provided for
the balance to be paid over the  following  two years if we  successfully  close
either a debt or equity  financing.  If this  financing  closed during this time
period,  we would have been obligated to pay 3% of the offering proceeds to S&G,
up to a maximum of $162,419.  However,  if we did not successfully  close such a
financing  within the  established  time period,  the balance of the  settlement
amount  was to be  forgiven  and S&G would be  obligated  to release us from any
further liability. This two year period expired on October 31, 2002. During said
two year  period we did not  engage  in any  financing  and as a result,  we are
awaiting receipt of the release from S&G.

     There were no other legal  proceedings  which we  commenced,  or which were
filed or  threatened  against our Company  during the three month  period  ended
September 30, 2002.

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



                                        7

<PAGE>



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         99.2  Certification of Financial Statements in accordance with Sarbanes
               -Oxley Act

     (b) Reports on Form 8-K

     On or about  August 8,  2002,  we filed a report on Form 8-K dated July 22,
2002,  advising  that  our  independent  accountant,  Horton  &  Company  L.L.C.
("Horton"), resigned. Horton had audited our financial statements for our fiscal
years ended June 30, 2001 and 2000. Our financial statements for our fiscal year
ended June 30, 2001 contained a going concern opinion.

     On or about  September 3, 2002, we filed an amendment to our aforesaid Form
8-K,  advising that we had engaged the accounting firm of Stark Winter Schenkein
& Co., LLP,  independent public accountants,  to audit our financial  statements
for our fiscal year ended June 30, 2002, as well as future financial statements,
to  replace  the firm of Horton & Company,  L.L.C.  This  change in  independent
accountants was approved by our Board of Directors.

     No other reports on Form 8-K were filed during the three month period ended
September 30, 2002.

                                        8

<PAGE>


                            RETAIL HIGHWAY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)


                                     ASSETS

CURRENT ASSETS
   Cash                                                             $     5,014
   Prepaid expense                                                          816
                                                                    -----------
      Total current assets                                                5,830
                                                                    -----------

FURNITURE AND FIXTURES, net of accumulated
   depreciation of $858                                                   3,106
                                                                    -----------
                                                                    $     8,936
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $    36,323
   Due to related party                                                   1,606
   Convertible note payable - related party                              10,000
                                                                    -----------
      Total current liabilities                                          47,929
                                                                    -----------

STOCKHOLDERS' (DEFICIT)
Preferred stock, $0.001 par value, 25,000,000 shares
  authorized, no shares issued and outstanding                               --
Common stock, $0.001 par value, 50,000,000 shares
   authorized, 9,241,867 shares issued and outstanding                    9,242
Additional paid in capital                                            1,465,625
(Deficit) accumulated during development stage                       (1,513,860)
                                                                    -----------
      Total stockholders' (deficit)                                     (38,993)
                                                                    -----------
                                                                    $     8,936
                                                                    ===========

   The accompanying notes are an integral part of these financial statements.

                                       9
<PAGE>

<TABLE>
                            RETAIL HIGHWAY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<CAPTION>
                                                                            February 17, 1993
                                                                               (inception)
                                           Three months ended September 30,      through
                                                 2002           2001        September 30, 2002
                                             ---------------------------    ------------------
<S>                                          <C>            <C>             <C>
REVENUE                                      $        --    $        --     $               --
                                             -----------    -----------     ------------------

GENERAL AND ADMINISTRATIVE EXPENSES                6,383         12,464              1,535,353
                                             -----------    -----------     ------------------

LOSS FROM OPERATIONS                              (6,383)       (12,464)            (1,535,353)
                                             -----------    -----------     ------------------
OTHER INCOME (EXPENSE)
    Interest income                                   --            393                 36,304
    Interest expense                                 (17)            --                    (17)
    Loss on sale of property and equipment            --             --                (14,794)
                                             -----------    -----------     ------------------
                                                     (17)           393                 21,493
                                             -----------    -----------     ------------------

NET (LOSS)                                   $    (6,400)   $   (12,071)    $       (1,513,860)
                                             ===========    ===========     ==================

PER SHARE INFORMATION:

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING - (BASIC AND DILUTED)          9,241,867      9,241,867              5,842,657
                                             ===========    ===========     ==================
NET LOSS PER COMMON SHARE
   (BASIC AND DILUTED)                       $        --    $        --     $            (0.26)
                                             ===========    ===========     ==================

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       10
<PAGE>

<TABLE>

                            RETAIL HIGHWAY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                                                February 17, 1993
                                                                                                   (inception)
                                                               Three months ended September 30,      through
                                                                      2002          2001        September 30, 2002
                                                                 --------------------------     ------------------
<S>                                                              <C>            <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
     Net cash (used in) operating activities                     $    (9,877)   $   (11,924)    $         (558,345)
                                                                 -----------    -----------     ------------------

CASH FLOW FROM INVESTING ACTIVITIES
        Purchase of applied for patent                                    --             --                (10,130)
        Proceeds from sale of property and equipment                      --             --                  5,123
        Acquisition of property and equipment                             --             --               (725,969)
                                                                 -----------    -----------     ------------------
     Net cash (used in) investing activities                              --             --               (730,976)
                                                                 -----------    -----------     ------------------

CASH FLOW FROM FINANCING ACTIVITIES
        Net proceeds from stock issuance                                  --             --              1,284,335
        Proceeds from convertible note payable - related party        10,000             --                 10,000
        Proceeds from note payable - related party                        --             --                 25,000
        Payments on note payable - related party                          --         (1,245)               (25,000)
                                                                 -----------    -----------     ------------------
           Net cash provided by (used in) financing activities        10,000         (1,245)             1,294,335
                                                                 -----------    -----------     ------------------

     Net increase (decrease) in cash                                     123        (13,169)                 5,014

     CASH AT BEGINNING OF PERIOD                                       4,891         71,355                     --
                                                                 -----------    -----------     ------------------

     CASH AT END OF PERIOD                                       $     5,014    $    58,186     $            5,014
                                                                 ===========    ===========     ==================
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       11
<PAGE>

                            RETAIL HIGHWAY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002
                                   (UNAUDITED)

Note 1.  Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information.  They do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States  of  America  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  in  the
accompanying  unaudited financial statements.  Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year. For further  information,  refer to the financial  statements and
notes therto, included in the Company's Form 10-KSB as of and for the year ended
June 30, 2002.

Certain amounts have been reclassified in the financial statements for the three
months ended September 30, 2001 to conform to the current period presentation.

Note 2.  Going Concern

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America,  which
contemplates  continuation  of the Company as a going  concern.  The Company has
incurred losses since inception of $1,513,860,  has a working capital  (deficit)
of $42,099 and  stockholders'  (deficit) of $38,993 at September  30, 2002.  The
Company's  ability to continue as a going concern is contingent upon its ability
to obtain  capital  or be party to an  acquisition  agreement.  The  Company  is
reliant on advances from related parties to maintain operations and is currently
seeking acquisition candidates. However, the Company has no firm commitments for
obtaining capital or effecting a merger.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Note 3:  Earnings Per Share

The Company  calculates  net income (loss) per share as required by Statement of
Financial  Accounting Standards 128, "Earnings per Share." Basic earnings (loss)
per share is calculated  by dividing net income  (loss) by the weighted  average
number of common shares outstanding for the period.  Diluted earnings (loss) per
share is calculated by dividing net income (loss) by the weighted average number
of common shares and dilutive common stock equivalents  outstanding.


                                       12
<PAGE>

During the periods presented,  common stock equivalents were not considered,  as
their effect would be anti-dilutive.

Note 4.  Convertible Note Payable - Related Party

On September 9, 2002 the Company received a loan in the amount of $10,000 from a
related party.  The promissory note bears interest at 3% and is convertible into
1,333,333  shares of the Company's  common stock at the holder's  request.  Upon
conversion, any difference between the fair market value of the common stock and
its implicit value will be recorded as an expense.  The note is due on September
9, 2003.

The Company has accrued  interest of $17 related to this promissory  note, which
is included in due to related party.

                                       13
<PAGE>

                                   SIGNATURES


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

                                       RETAIL HIGHWAY.COM, INC.
                                       (Registrant)

                                       Dated: November 12, 2002



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


                                 CERTIFICATIONS


I, Michael Levine, certify that:

     1.   I  have   reviewed   this   quarterly   report   on  Form   10-QSB  of
          RetailHighway.com, Inc. (the "Registrant" or the "Company");

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  in  order  to make  the  statements  made,  in light of the
          circumstances  under which such  statements  were made, not misleading
          with respect to the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the Registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   I am responsible for establishing and maintaining  disclosure controls
          and  procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
          for the Registrant and have;

          a.   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the Registrant,  including its
               consolidated  subsidiaries,  is made known to me by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b.   evaluated  the  effectiveness  of  the  Registrant's   disclosure
               controls and  procedures  as of a date within ninety (90) days of
               the filing date of this quarterly report (the "Evaluation Date");
               and

          c.   presented  in this  quarterly  report  my  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               my evaluation as of the Evaluation Date;

                                       14

<PAGE>


     5.   I  have  disclosed,  based  on  my  most  recent  evaluation,  to  the
          Registrant's  auditors  and the Audit  Committee  of the  Registrant's
          Board of Directors (or persons performing the equivalent function):

          a.   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the Registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  Registrant's  auditors any material
               weakness in internal controls; and

          b.   any fraud,  whether or not material,  that involves management or
               other  employees  who have a  significant  role in the  Company's
               internal controls; and

     6.   I have  indicated in this  quarterly  report whether or not there were
          significant  changes in  internal  controls or in other  factors  that
          could significantly affect internal controls subsequent to the date of
          my most recent  evaluation,  including  any  corrective  actions  with
          regard to significant deficiencies and material weaknesses.


Dated:  November 12, 2002                   s/Michael Levine
                                         ---------------------------------------
                                         Michael Levine, Chief Executive Officer


                                       15