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, 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 September 30, 1999 was 9,221,867 shares.




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                                     PART I

ITEM 1.           FINANCIAL STATEMENTS.

                  The unaudited financial  statements for the three month period
ended September 30, 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

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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.

                  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 three  month
period ended September 30, 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

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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.

                  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 development and
market posturing services.  The applicable agreement requires the Company to pay
S&G  the  sum of  One  Hundred  Seventy  Five  Thousand  ($175,000)  Dollars  in
incremental  payments,  with 40%  ($70,000)  due upon  kick-off of the  project,
another 40% due upon  completion  of brand  definition  and the balance due upon
completion of the project.

                  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  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 (13,333 shares);  (ii) start of  implementation
project  (25,000  shares);  (iii) beta site  launch  (25,000  shares);  and (iv)
production of site launch (33,334 shares).

                  It is anticipated  that the Company will enter into a contract
with an e-commerce  solution  supplier in the near future,  as negotiations with
various companies have commenced.  Web site  specifications  are being completed
and, while no assurances can be provided,  it is anticipated  that the Company's
site development will commence during the fourth calendar quarter of 1999. It is
also in the  process  of  negotiating  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  first
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

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Company's concept in a positive manner;  however,  they have indicated that they
wished to review how 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

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general been late in developing an Internet presence. Without strong initiatives
in 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.



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

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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  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  has  initiated
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.  During
January  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

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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  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 early  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

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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  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.

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                  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  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 three month period ended  September  30, 1999,  the
Company  incurred  losses of ($75,583) ($.01 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  obviously  recognized the need for operating capital. In response to
this  need,  in April  1999,  the  Company  successfully  consummated  a private
offering of its common stock  whereby the Company sold  1,721,867  shares of its
common  stock at an  offering  price of $.75 per share,  for total  proceeds  of
approximately  $1,291,400.  These  funds  are  estimated  by  management  to  be
sufficient to allow the Company to commence  implementation of its business plan
described  herein.  However,  management  has estimated  that, in order to fully
implement the Company's  business  plan, it will be necessary for the Company to
raise  additional  funds of up to $35  million,  in  either  debt,  equity  or a
combination of the same. To date,  management has  undertaken  discussions  with
various  parties who have expressed an interest in providing this funding to the
Company,  but no definitive agreement has been reach between the Company and any
other  entity to provide such  funding to the Company and no  assurances  can be
provided that such an agreement will be reached in the future.

                  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  September  30, 1999,  the Company owed Michael  Levine,
President and a director of the Company, the principal balance of $2,392. During
the three month period ended September

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<PAGE>



30, 1999, the Company repaid  $12,821 to Mr. Levine.  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,  it is anticipated that
the Company will file an  application to list its common stock for trading on an
established  exchange in the near future.  However,  there can be no  assurances
that the Company's common stock will be approved for trading if and when such an
application is so filed.

INFLATION

                  Although management expects that the operations of the Company
will be influenced by general  economic  conditions  once the Company  commences
generating revenues,  the Company does not believe that inflation had a material
effect on the  results  of  operations  during  the  three  month  period  ended
September 30, 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, if any,  until after  January 1, 2000.  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

                                       12

<PAGE>




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

                  NONE

ITEM 5.           OTHER INFORMATION - NONE

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

                  (a)      Exhibits

                           EX-27            Financial Data Schedule

                  (b)      Reports on Form 8-K

                  On September 28, 1999, the Company filed a report on Form 8-K,
advising  of  a change in the Company's  independent  accountants.  The  Company
engaged  the  accounting  firm  of  Horton  &  Company  LLP,  independent public
accountants,  to audit the Company's fiscal year ended June 30, 1999, as well as
future  financial  statements,  to replace the firm of Kish, Leake & Associates,
P.C., which was the principal  independent  public accountant as reported in the
Registrant's  Form 10-KSB for the fiscal year ended June 30, 1998, as filed with
the Securities & Exchange Commission. This change in independent accountants was
approved by the Board of Directors of the Registrant.

                  There were no  disagreements  within the last two fiscal years
and  subsequent  periods with Kish,  Leake & Associates,  P.C., on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope of procedure,  which disagreement(s),  if not resolved to the satisfaction
of Kish, Leake & Associates, P.C., would have caused that firm to make reference
in connection with its reports to the subject matter of the  disagreement(s)  or
any reportable events.





                                       13

<PAGE>

<TABLE>


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

                            CONDENSED BALANCE SHEETS


                                     ASSETS


<CAPTION>
                                              (Unaudited)   (Audited)
                                             September 30,   June 30,
                                                  1999         1999
                                              ----------    ----------
<S>                                           <C>           <C>
Cash and equivalents                          $  850,139    $1,250,408
Prepaid expenses                                  66,036        10,369
                                              ----------    ----------

          Total current assets                   916,175     1,260,777

Office equipment and computer software,
   net of accumulated depreciation               271,654             -
                                              ----------    ----------

          Total assets                        $1,187,829    $1,260,777
                                              ==========    ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY



Accounts payable and accrued expenses         $   26,712    $   18,756
Loan payable-officer                               2,392        15,213
                                              ----------    ----------

          Total current liabilities               29,104        33,969
                                              ----------    ----------
Stockholders' equity:
   Common stock, $.001 par value
      50,000,000  shares  authorized
      9,221,867 shares issued and
      outstanding at September 30, 1999;
      9,211,867 shares issued and
      outstanding at June 30, 1999                 9,222         9,212
   Additional paid-in capital                  1,450,645     1,443,155
   Deficit accumulated during the
      development stage                         (301,142)     (225,559)
                                              ----------    ----------
          Total stockholders' equity           1,158,725     1,226,808
                                              ----------    ----------
          Total liabilities and
             stockholders' equity             $1,187,829    $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>
                                                          (Unaudited)
                                         (Unaudited)        February
                                         Three-month        17, 1993
                                        periods ended      (inception)
                                        September 30,        through
                                   ----------------------   September
                                      1999        1998      30, 1999
                                   ----------  ----------  ----------
<S>                                <C>         <C>         <C>
Revenues                           $        -  $        -  $        -
                                   ----------  ----------  ----------

Operating expenses:
   Professional and consulting         23,981      36,812     114,276
   Research and development            22,968      10,226     116,466
   Business development and travel     14,046       1,945      44,454
   Office                              24,487       6,829      41,224
                                   ----------  ----------  ----------
                                       85,482      55,812     316,420

Interest income                        (9,899)          -     (15,278)
                                   ----------  ----------  ----------

Net loss                           $  (75,583) $  (55,812) $ (301,142)
                                   ==========  ==========  ==========

Basic loss per share               $    (0.01) $    (0.01) $    (0.08)
                                   ==========  ==========  ==========

Weighted average common
   shares outstanding               9,221,324   5,000,000   3,956,310
                                   ==========  ==========  ==========

</TABLE>

                                       15

<PAGE>

<TABLE>


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

                       CONDENSED STATEMENTS OF CASH FLOWS



<CAPTION>
                                                                         (Unaudited)
                                                                          February
                                                      (Unaudited)          17,1993
                                               Three-month periods ended (inception)
                                                  ended September 30,      through
                                                 ---------------------    September
                                                    1999       1998       30, 1999
                                                 ---------   ---------    ---------
<S>                                              <C>         <C>          <C>
Net loss                                         $ (75,583)  $ (55,812)   $(301,142)
Adjustments to reconcile net loss to net cash
   used in operating activities:
      Depreciation and amortization                  4,534           -        4,534
      Expenses of Company paid by officer          (12,821)          -       32,730
      Loan obligations assumed by stockholders           -           -       68,040
      Issuance of common stock for
         services/assets                                 -           -       52,154
      Increase in prepaid expenses                 (55,667)          -      (55,906)
      Increase in accounts payable and
         accrued expenses                            7,956      14,366       26,712
                                                 ---------   ---------    ---------
          Net cash used in operating activities   (131,581)    (41,446)    (172,878)
                                                 ---------   ---------    ---------

Cash flows from investing activities:
   Purchase of applied-for patent                        -           -      (10,130)
   Purchase of office equipment and
      computer software                           (276,188)       (775)    (276,188)
                                                 ---------   ---------    ---------
          Net cash used in investing activities   (276,188)       (775)    (286,318)
                                                 ---------   ---------    ---------
Cash flows from financing activities:
   Net proceeds from private placement of
      common stock                                   7,500           -    1,284,335
   Loan advances received                                -      26,667       25,000
                                                 ---------   ---------    ---------
          Net cash provided by financing
             activities                              7,500      26,667    1,309,335
                                                 ---------   ---------    ---------

Net decrease in cash and equivalents              (400,269)    (15,554)     850,139

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

Cash and equivalents, end of period              $ 850,139   $   4,596    $ 850,139
                                                 =========   =========    =========
</TABLE>



                                       16

<PAGE>



RETAIL HIGHWAY.COM, INC.
Notes to Unaudited Financial Statements
For the Three Month Period Ended September 30, 1999
---------------------------------------------------


Note 1 - Unaudited Financial Information
----------------------------------------

The unaudited financial  information included for the three month interim period
ended  September 30, 1999 were taken from the books and records  without  audit.
However,  such information  reflects all adjustments  (consisting only of normal
recurring  adjustments,  which are of the opinion of  management,  necessary  to
reflect  properly  the  results of interim  periods  presented).  The results of
operations  for the  three  month  period  ended  September  30,  1999,  are not
necessarily  indicative  of the results  expected for the fiscal year ended June
30, 2000.

Note 2 - Financial Statements
-----------------------------

Management  has  elected to omit  substantially  all  footnotes  relating to the
condensed  financial  statements  of the Company  included in the report.  For a
complete set of footnotes,  reference is made to the Company's  Annual Report on
Form 10-KSB for the year ended June 30, 1999, as filed with the  Securities  and
Exchange Commission and the audited financial statements included therein.


                                       17

<PAGE>



                                   SIGNATURES


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

                                       RETAIL HIGHWAY.COM, INC.
                                       (Registrant)

                                       Dated:  December 6, 1999



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






                                       18

<PAGE>


                            RETAIL HIGHWAY.COM, INC.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

EXHIBITS                                                                Page No.

  EX-27  Financial Data Schedule..............................................20



                                       19