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


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                      For Quarter Ended: December 31, 2001

                         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.)

                             1408-33 Harbour Square
                            Toronto, Ontario, Canada
                    (Address of principal executive offices)

                                     M5J 2G2
                                   (Zip Code)

                               430 Peninsula Ave.
                                     Suite 1
                           San Mateo, California 94401
                                (Former Address)


                                 (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 February 12, 2002 was 9,241,867 shares.


<PAGE>



                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     The unaudited financial  statements for the six month period ended December
31, 2001, 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

     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

                                        2

<PAGE>



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, 2000, 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.

Results of Operations

     Comparison  of  Results  of  Operations  for the six  month  periods  ended
December 31, 2001 and 2000

     We generated no revenues  during the six month periods  ended  December 31,
2001 and 2000 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.

     Operating  expenses were $27,124 during our six month period ended December
31,  2001,  compared to $145,846 in 2000, a decrease of $118,722  (81.4%).  This
decrease was attributable to our  discontinuance  of our former business plan as
described  herein.  The  expenses  incurred  during the six month  period  ended
December 31,  2001,  arose  primarily  from  professional  and  consulting  fees
($12,144)  relating to costs associated with our being a reporting company under
the  Securities  Exchange Act of 1934, as amended,  as well as costs  associated
with possible acquisitions and office costs ($12,601).

     As a result,  we  incurred  a net loss of  $(26,564)  during  the six month
period  ended  December  31, 2001 (less than $0.01 per share) as compared to our
net loss of $(142,188) ($.02 per share) during the comparable period in 2000.

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

                                        3

<PAGE>



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  "Part II,  Item 7 -  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  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

                                        4

<PAGE>



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

                                        5

<PAGE>



will need to be paid by the prospective merger/acquisition candidate, as we have
no cash assets with which to pay such  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.

     In our  continued  attempts  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.  If
this  transaction  is  consummated,  of which there can be no  assurance,  it is
anticipated  that our  current  management  will resign and be replaced by those
persons designated by Crypotmetrics upon closing. Initial discussions between us
and  Cryptometrics  have  determined  that we will  issue  approximately  75-80%
interest  in our  company  to  Cryptometrics  if  the  proposed  transaction  is
successfully  consummated.  As of the date of this report, we are continuing our
due diligence efforts. It is anticipated that, if the proposed  transaction with
Crypotmetrics is successfully  consummated,  it will close on or about March 31,
2002. If this proposed transaction is not successfully consummated, 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 its transaction, we may agree to register all or a part of
such

                                        6

<PAGE>



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 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.

                                        7

<PAGE>



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  December  31,  2001,  we had $34,791 in cash and cash  equivalents  and
$37,445 in accounts  payable.  Also at December 31, 2001, we had an  outstanding
loan payable in the principal amount of $2,582,  which was due to Mr. Levine and
arose  out of  expenses  incurred  by Mr.  Levine on our  behalf.  This loan was
unsecured,  due upon demand and did not accrue interest.  As of the date of this
Report, all balances due Mr. Levine have been paid in full.

     As of the date of this Report,  our current cash  position is sufficient to
meet our current  obligations.  However,  as we continue operations we expect to
incur  additional  costs  and  expenses  related  to the  implementation  of our
business plan described above. To meet thse obligations,  it is anticipated that
current  management  may  need to make  loans to us,  or  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.  It is further

                                       8
<PAGE>

anticipated  that we will  continue  to  incur  expenses  without  corresponding
revenues during the foreseeable future.

Inflation

     Although  management  expects  that the  operations  of the Company will be
influenced by general economic conditions once the Company commences  generating
revenues,  the Company does not believe that inflation had a material  effect on
the results of operations during the six month period ended December 31, 2001.


                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     There  were no new legal  proceedings  filed or  threatened  involving  our
company during the three month period ended December 31, 2001.

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

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

     (a) Exhibits - none

     (b) Reports on Form 8-K

     We did not file any reports on Form 8-K during the three month period ended
December 31, 2001.

                                        9

<PAGE>



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

                            CONDENSED BALANCE SHEETS


                                     ASSETS

                                                     December 31,     June 30,
                                                         2001           2001
                                                     ------------   -----------
                                                     (unaudited)
Current assets:
   Cash and equivalents                              $     34,791   $    71,355
   Prepaid expenses                                         2,887         2,887
                                                     ------------   -----------

       Total current assets                                37,678        74,242

Office equipment and computer software,
   net of accumulated depreciation                          7,404         8,341
                                                     ------------   -----------

       Total assets                                  $     45,082   $    82,583
                                                     ============   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                  $     37,445   $    48,874
   Loan payable-officer                                     2,582         2,090
                                                     ------------   -----------

       Total current liabilities                           40,027        50,964
                                                     ------------   -----------

Stockholders' equity:
   Common stock, $.001 par value
      50,000,000 shares authorized
       9,241,867 shares issued and outstanding
       25,000,000 preferred shares authorized               9,242         9,242
   Additional paid-in capital                           1,465,625     1,465,625
   Deficit accumulated during the development stage    (1,469,812)   (1,443,248)
                                                     ------------   -----------

       Total stockholders' equity                           5,055        31,619
                                                     ------------   -----------

       Total liabilities and stockholders' equity    $     45,082   $    82,583
                                                     ============   ===========



                       See notes to financial statements.


                                       10

<PAGE>


<TABLE>



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

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



<CAPTION>
                                             Six-month period ended   February 17, 1993
                                                    December 31         (inception)
                                             ----------------------       through
                                                2001         2000     December 31, 2001
                                             ---------    ---------   -----------------
<S>                                          <C>          <C>         <C>
Revenues                                     $       -    $       -   $               -
                                             ---------    ---------   -----------------

Operating expenses:
   Write-down of development costs                   -       30,567             811,973
   Professional and consulting                  12,144       73,298             436,289
   Research and development                          -            -              93,498
   Business development and travel               1,442        8,576              80,722
   Office                                       12,601       31,095             151,977
   Cancellation of indebtedness                      -            -            (111,018)
   Loss on sale of furniture and equipment           -            -              11,115
   Depreciation and amortization                   937        2,310              31,500
                                             ---------    ---------   -----------------

                                                27,124      145,846           1,506,056
                                             ---------    ---------   -----------------

Loss from operations                           (27,124)    (145,846)         (1,506,056)

Interest income                                    560        3,658              36,244
                                             ---------    ---------   -----------------

Net loss                                     $ (26,564)   $(142,188)  $      (1,469,812)
                                             =========    =========   =================


Basic loss per share                         $   (0.00)   $   (0.02)  $           (0.28)
                                             =========    =========   =================

Weighted average common shares outstanding   9,241,867    9,241,867           5,343,715
                                             =========    =========   =================


</TABLE>





                       See notes to financial statements.


                                       11


<PAGE>





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

                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)




                                                     Three-month period ended
                                                           December 31,
                                                     ------------------------
                                                         2001         2000
                                                     -----------  -----------

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

Operating expenses:
   Professional and consulting                             7,042       20,813
   Research and development                                    -            -
   Business development and travel                           919        8,256
   Office                                                  6,230       12,217
   Depreciation and amortization                             469        1,155
                                                     -----------  -----------

                                                          14,660       42,441
                                                     -----------  -----------

Loss from operations                                     (14,660)     (42,411)

Interest income                                              167        1,604
                                                     -----------  -----------

Net loss                                             $   (14,493) $   (40,837)
                                                     ===========  ===========


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

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








                       See notes to financial statements.


                                       12

<PAGE>

<TABLE>

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

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<CAPTION>
                                                        Six-month period ended   February 17, 1993
                                                             December 31,           (inception)
                                                        ----------------------        through
                                                           2001         2000     December 31, 2001
                                                        ---------    ---------   -----------------
<S>                                                     <C>          <C>         <C>
Net loss                                                $ (26,564)   $(142,188)  $      (1,469,812)
Adjustments to reconcile net loss to net cash
   used in operating activities:
      Write-down of development costs                           -       30,567             811,973
      Depreciation and amortization expense                   937        2,310              31,500
      Expenses of Company paid by officer                     492      (17,922)             49,008
      Obligations assumed by stockholders                       -            -              68,040
      Issuance of common stock for services/assets              -            -              67,154
      (Increase) decrease in prepaid expenses                   -          137               1,676
      Increase (decrease) in accounts payable             (11,429)      32,698              12,445
      Cancellation of indebtedness                              -            -            (111,018)
      Loss on sale of furniture and equipment                   -            -              11,115
                                                        ---------    ---------   -----------------

          Net cash used in operating activities           (36,546)     (94,398)           (527,919)
                                                        ---------    ---------   -----------------

Cash flows from investing activities:
   Purchase of applied-for patent                               -            -             (10,130)
   Processed from sale of furniture and equipment               -            -               5,123
   Capital expenditures                                         -      (25,000)           (725,969)
                                                        ---------    ---------   -----------------

          Net cash used in investing activities                 -      (25,000)           (730,976)
                                                        ---------    ---------   -----------------

Cash flows from financing activities:
   Repayment of loans payable-officer                           -            -             (15,649)
   Net proceeds from private placement of common stock          -            -           1,284,335
   Loan advances received                                       -            -              25,000
                                                        ---------    ---------   -----------------

          Net cash provided by financing activities             -            -           1,293,686
                                                        ---------    ---------   -----------------

Net increase (decrease) in cash and equivalents           (36,564)    (119,398)             34,791

Cash and equivalents, beginning of period                  71,355      253,440                   -
                                                        ---------    ---------   -----------------

Cash and equivalents, end of period                     $  34,791    $ 134,042   $          34,791
                                                        =========    =========   =================

</TABLE>

                       See notes to financial statements.

                                       13
<PAGE>



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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 31, 2001


NOTE-1.   UNAUDITED INTERIM FINANCIAL STATEMENTS

          The accompanying  unaudited financial statements have been prepared in
          accordance  with the  instructions  for Form 10-QSB and do not include
          all of the  information and footnotes  required by generally  accepted
          accounting  principles  for  complete  financial  statements.  In  the
          opinion of  management,  all  adjustments,  consisting  only of normal
          recurring  adjustments  considered  necessary for a fair presentation,
          have  been  included.  Operating  results  for  any  quarter  are  not
          necessarily indicative of the results for any other quarter or for the
          full year.

          These  statements  should be read in  conjunction  with the  financial
          statements of Retail  Highway.com,  Inc. and notes thereto included in
          the Company's Annual Report on Form 10-KSB for the year ended June 30,
          2001.

          Use of estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial  statements and the reported amounts of revenues
          and expenses during the period. Actual results could differ from those
          estimates.

          History and business activity

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





                                       14

<PAGE>


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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 31, 2001

NOTE-1.   UNAUDITED INTERIM FINANCIAL STATEMENTS (CONTINUED)

          History and business activity (continued)

          Effective  June  19,  1998,  the  Company   acquired   certain  patent
          application  rights from FES  Innovations,  Inc., a British  Columbia,
          Canada  corporation  ("FES").  The relevant  terms of the  transaction
          provided  for the Company to (i)  undertake  a "forward  split" of its
          common  stock,  whereby  10  shares  of common  stock  were  issued in
          exchange  for each share of common stock  issued and  outstanding,  in
          order to establish the number of issued and outstanding  common shares
          of the Company at Closing to be  5,000,000  shares;  and (ii) issue to
          FES and its assigns an aggregate  of  12,500,000  "restricted"  common
          shares (post split), representing approximately 71.4% of the Company's
          outstanding  common  stock.  In July 1998,  the Company  filed amended
          articles of incorporation  and changed its name to International  Fuel
          Solutions, Inc.

          Effective  as of March 31,  1999,  the Company and FES entered  into a
          Rescission  Agreement,  whereby  the Company and FES agreed to rescind
          the FES  Acquisition  FES tendered back to the  Company's  treasury an
          aggregate of 12,500,000  "restricted" common shares issued pursuant to
          the acquisition and the Company returned the patent application rights
          it had acquired. FES also agreed to repay certain balances incurred by
          the Company applicable to the recession and other related activities.

          Effective  April 17, 1999, the Company  entered into an agreement with
          an  unrelated  party,  whereby the Company  agreed to acquire  certain
          assets owned by the seller,  including  the concept for an  electronic
          commerce  web  site and the  rights  to  business  and  domain  names,
          including    "Shopshopshopping.com",    "Retail    Highway.com"    and
          "Greatestmallonearth.com"  (the "Assets"). In exchange for the Assets,
          the  Company  agreed to issue  2,500,000  shares of its common  stock,
          equal to ownership of approximately 33% of its outstanding  shares, in
          exchange  for all of the  Assets.  The  Company  changed  its  name to
          "Retail Highway.com, Inc."

          The Company's  plan is to establish an "Internet  shopping  portal" by
          providing  personalized,   intuitive,  interactive  shopping  features
          combined with entertainment,  community news and information services.
          Management  intends to utilize  the latest  Internet  technologies  to
          support  multi-vendor  shopping carts,  powerful search  capabilities,
          streaming  multimedia  entertainment  and  personalized  content.  The
          graphic  design  and  navigation  features  of the  proposed  site are
          expected to provide a clean and simple user-friendly interface free of
          cluttered displays and information overload.  Revenues are expected to
          be derived from the sales of  advertising  and a  percentage  of sales
          from its vendor partners.


                                       15

<PAGE>




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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 31, 2001

NOTE-1.   UNAUDITED INTERIM FINANCIAL STATEMENTS (CONTINUED)

          History and business activity (continued)

          Despite  these  agreements  and the  progress  made by the  Company in
          implementing its business plan,  during the fiscal year ended June 30,
          2001,  management developed serious questions concerning the viability
          of the  Company's  proposed  business  plan. In order to implement the
          business plan,  management estimated that up to $30 million in capital
          would be necessary to successfully develop and implement the Company's
          core business and launch its website.

          Previously,  in April 1999,  the Company  successfully  consummated  a
          private  offering of its common  stock  pursuant to  Regulation  S and
          Regulation D promulgated under the Securities Act of 1933, as amended,
          whereby the Company  sold  1,721,867  shares of its common stock at an
          offering price of $.75 per share,  for total proceeds of approximately
          $1,291,400,   which  funds  were  utilized  for  working  capital  and
          commencement of the business plan.  During February 2000, the Business
          to  Consumer  ("B2C")  space  became  unpopular  with  the  investment
          community.  Management,  knowing that  additional  cash investment was
          required by the  Company,  continued  its  attempts  to raise  private
          funding.  While potential  investors  showed interest in the Company's
          business model, the failure of numerous e commerce companies,  as well
          as depressed stock prices of similar  businesses whose securities were
          publicly  traded,   made  access  to  additional   capital   virtually
          impossible.

          As a result, in July 2000,  management decided that without additional
          funding, implementation of the Company's business plan was impossible.
          The  Company  elected to cease  retailer  acquisition  activities  and
          terminate the two sales consultants,  as well as office personnel,  in
          order to conserve the Company's remaining cash.  Management expects to
          seek out other private  entities  seeking to enter the public arena in
          order to either enter into a joint  venture,  or otherwise  merge with
          these yet unidentified entities.

          Based  upon  the   above-mentioned   facts,   the  Company  has  taken
          write-downs  of $811,973 in costs  related to the  development  of the
          software,  website  and  branding  in order to reduce the costs to the
          estimated net realizable value.


                                       16

<PAGE>



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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 31, 2001

NOTE-1.   UNAUDITED INTERIM FINANCIAL STATEMENTS (CONTINUED)

          Going concern

          Since inception,  the Company has incurred losses from  administrative
          expenses  and from costs  incurred  in  connection  with its  business
          development.  The Company has been  dependent upon capital raised from
          the sale of common stock to implement  its business  plan.  During the
          fiscal  year  ended  June  30,  2001,  the  Company's  management  has
          developed  serious  questions  regarding the viability of its business
          plan. The Company  anticipates that it will require additional capital
          to continue as a going  concern.  There can be no assurance,  however,
          that  sufficient  capital  will  be  available.   These  issues  raise
          substantial  doubt about the Company's  ability to continue as a going
          concern.  As a  result  of  these  uncertainties,  software,  web-site
          development and branding costs have been adjusted to reflect estimated
          net realizable value.

          Development stage

          The Company has been a  development  stage company since its inception
          on February 17, 1993. Management has determined that implementation of
          the  Company's  original  business  plan has  become  improbable.  The
          Company is seeking to  consummate a business  combination,  which will
          provide a business opportunity.

          Cash and equivalents

          For purposes of the consolidated statements of cash flows, the Company
          considers  all  highly  liquid  debt  instruments  purchased  with  an
          original maturity date of three months or less to be cash equivalents.

          Basic loss per common share

          Basic loss per  common  share is  computed  by  dividing  the net loss
          applicable to common  shareholders  by the weighted  average number of
          shares outstanding  during the period.  Diluted loss per share amounts
          are not presented because they are anti-dilutive.

          Research and development

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



                                       17

<PAGE>


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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 31, 2001

NOTE-2.   STOCKHOLDERS' EQUITY

          Private placement

          During  May  through  July  1999,  the  Company  conducted  a  private
          placement  under  which it issued a total of  1,721,867  shares of its
          common  stock at a purchase  price of $0.75 per share.  As of June 30,
          1999, a total of  $1,711,867 of such shares had been issued with total
          proceeds of  $1,283,900  received.  The  remaining  10,000 shares were
          issued and $7,500 of proceeds received in July 1999.


NOTE- 3.  RELATED PARTY TRANSACTIONS

          Loan  payable-officer  represents an unsecured,  non-interest  bearing
          loan which  arose from  expenses  paid on behalf of the Company by its
          president. Such loans are repaid in the ordinary course of business.


NOTE- 4.  COMMITMENTS

          Software license agreement

          On August 10, 1999, the Company  entered into an agreement  whereby it
          purchased a non-exclusive,  perpetual and non-transferable  license to
          utilize  certain  software.  Such  software  is to be used  to  enable
          on-line   users   to   access   information   about,   and  to   order
          electronically,  products and  services  offered by the Company on its
          web site. The Company paid a total of $317,300, consisting of $250,500
          in net license fees and $66,800 in first year support and  maintenance
          fees.

          The  Company  has  written  off the  license  fee and the  support and
          maintenance fee to reflect its net realizable value.

          Leasing agreements

          Effective  April 1, 2001, the Company  entered into an operating lease
          agreement for the rental of office space. In connection therewith, the
          Company paid a $2,887 security deposit. Such deposit is to be applied,
          in part,  to future  rental  payments with the balance to be held as a
          refundable  security  by the  landlord.  The monthly  lease  amount is
          $1,444 for a one year term ending March 31, 2002.


                                       18

<PAGE>


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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                December 31, 2001


NOTE- 4.  COMMITMENTS (CONTINUED)

          Patent application

          On July 16, 1999,  the Company  submitted an  application  to the U.S.
          Patent & Trademark  Office to register the mark "RETAIL  HIGHWAY.COM".
          The application is pending.

          Legal proceedings

          In August 2000,  Seigelgale,  Inc. ("S&G"),  a company that engages in
          the business of brand  identity,  strategic  marketing and information
          architecture,  commenced  a lawsuit  against the Company for breach of
          contract and related causes of action arising from branding,  identity
          and website  development  agreements entered into among the parties in
          late 1999 and early 2000.  In late August,  the Company  interposed an
          answer denying the allegations of the complaint,  interposing numerous
          affirmative  defenses  and  asserting   counterclaims  for  breach  of
          contract and related  causes of action  arising from S&G's  failure to
          properly and timely perform under the parties' contracts, resulting in
          substantial injury to the Company.

          In October 2000, the parties  executed a letter  agreement  containing
          settlement  terms,  which provide for the Company to pay S&G $187,419.
          In February  2001, a definitive  settlement  agreement  was  executed,
          which  required the Company to pay  $25,000.  The  settlement  further
          provides  for the balance to be paid over the  following  two years if
          the Company successfully closes either a debt or equity financing.  If
          this financing closes,  the Company will be obligated to pay 3% of the
          offering proceeds to S&G, up to a maximum of $162,419. However, if the
          Company  does not  successfully  close  such a  financing  within  the
          established  time  period,  the  balance of the  settlement  amount is
          forgiven and S&G will release the Company from any further liability.

          System design

          During  October 1999,  the Company also entered into  agreement with a
          computer systems design and consulting firm to plan and design systems
          to  support  Internet-based  electronic  commerce,  customer  service,
          fulfillment  interfaces  and  content  management.  It was  originally
          estimated  that the fees for such services  would total  $525,000 plus
          116,667  shares of the Company's  common  stock.  Fees of $60,000 plus
          20,000  shares  of  the  Company's  common  stock  were  paid  at  the
          commencement  of the project  with the balance of the payments in cash
          and stock payable over the term of the project.  During the year ended
          June 30, 2001, the consulting  firm agreed to the  cancellation of all
          debt it was owed by the Company.  As a result,  the Company recognized
          $111,018 in gain from cancellation of indebtedness it had recorded.

                                       19

<PAGE>


                                   SIGNATURES


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

                                        RETAIL HIGHWAY.COM, INC.
                                        (Registrant)

                                        Dated: February 14, 2002



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


                                       20