EXHIBIT 31


                            CERTIFICATION PURSUANT TO
                              18 USC, SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES OXLEY ACT OF 2002


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 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;

     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):



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          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 19, 2003                  s/Michael Levine
                                         ---------------------------------------
                                         Michael Levine, Chief Executive Officer