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: March 31, 2002

                         Commission File Number: 0-23485



                            RETAIL HIGHWAY.COM, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)



                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   98-0177646
                        (IRS Employer Identification No.)

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

                                     M5J 2G2
                                   (Zip Code)


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


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

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of May 15, 2002 was 9,241,867 shares.



                                        1

<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     The unaudited  financial  statements  for the nine month period ended March
31, 2002, are attached hereto.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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

OVERVIEW

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

     Effective  April 17,  1999,  we acquired  certain  assets  owned by Michael
Levine,  including  a  proposed  electronic  commerce  web site and the right to
certain business names,  including  "Shopshopshopping.com,"  "Retailhighway.com"
and  "Greatestmall  on earth.com" (the "Assets").  We issued 2,500,000 shares of
our

                                        2

<PAGE>

common  stock equal to ownership of  approximately  33% of our then  outstanding
shares,  in  exchange  for all of the  Assets.  In  addition,  our  shareholders
approved an  amendment  to our  Articles of  Incorporation  changing our name to
"Retail  Highway.com,  Inc."  Our  then  management  resigned  their  respective
positions and were replaced by our current management.

     As a result of this  acquisition,  our  principal  business  objective  was
changed to becoming a primary portal and transaction point for online extensions
of "Bricks and Mortar" ("BAM") retail stores. As described hereinbelow,  as well
as in our Form 10-KSB for our fiscal year ended June 30, 2001, 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 nine month periods ended March 31,
2002 and 2001

     We generated no revenues during the nine month periods ended March 31, 2002
and 2001 and it is not anticipated that we will be able to generate any revenues
in the  foreseeable  future  unless  we  engage in a  business  combination,  as
described herein. We had no costs of sales.

     Selling,  general and administrative  expenses were $43,775 during our nine
month period ended March 31, 2002,  compared to $175,362  during the  comparable
period in 2001, a decrease of $131,587 (75%).  This decrease was attributable to
our discontinuance of our former business plan as described herein. The expenses
incurred during the nine month period ended March 31, 2002, arose primarily from
professional and consulting fees ($19,995) 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
($20,807).

     As a result,  we  incurred  a net loss of  $(43,166)  during the nine month
period  ended  March 31, 2002 (less than $0.01 per share) as compared to our net
loss of $(171,052) ($.02 per share) during the comparable period in 2001.

Plan of Operation

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


                                        3

<PAGE>

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

General Business Plan

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

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


                                        4

<PAGE>

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

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

     Management, while not especially experienced in matters relating to our new
business,  shall rely upon their own efforts and, to a much lesser  extent,  the
efforts of our shareholders,  in accomplishing our business purposes.  It is not
anticipated that we

                                        5

<PAGE>

will  utilize any outside  consultants  or advisors to  effectuate  our business
purposes described herein.  However,  if we do retain such an outside consultant
or  advisor,  any cash fee  earned  by such  party  will  need to be paid by the
prospective  merger/acquisition  candidate, as we have no cash assets with which
to pay such  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. Ongoing discussions between us
and  Cryptometrics  have  determined  that we will  issue  approximately  85-90%
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 June 15,
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

                                        6

<PAGE>

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 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.

                                       7

<PAGE>



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

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

Liquidity and Capital Resources

     At March 31,  2002,  we had $20,951 in cash and cash  equivalents.  Also at
March  31,  2002,  we had  accounts  payable  in the  amount of  $39,221  and an
outstanding loan payable in the principal amount of $1,657, 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 not sufficient
to meet our  current  obligations.  Furthermore,  as we continue  operations  we
expect to incur additional costs and expenses related to the  implementation  of
our business plan described above. To meet these obligations,  it is anticipated
that current  management  may need to make 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

                                        8

<PAGE>

directors,  management  believes  that we will  be able to  continue  operations
through the foreseeable future. However, because of our working capital deficit,
stockholders'  deficit and history of  operating  losses,  there is  substantial
doubt  about  our  ability  to  continue  as a  going  concern.  It  is  further
anticipated  that we will  continue  to  incur  expenses  without  corresponding
revenues during the foreseeable future.

Inflation

     Although  management  expects that our  operations  will be  influenced  by
general  economic  conditions,  we do not believe that  inflation had a material
effect on our results of operations during the nine month period ended March 31,
2002.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     There  were no new legal  proceedings  filed or  threatened  involving  our
company during the nine month period ended March 31, 2002.

ITEM 2. CHANGES IN SECURITIES - NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

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

     NONE

ITEM 5. OTHER INFORMATION - NONE

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
March 31, 2002.

                                        9

<PAGE>

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

                            CONDENSED BALANCE SHEETS


                                     ASSETS
                                     ------

                                                        March 31,     June 30,
                                                          2002          2001
                                                     -------------  -----------
                                                      (unaudited)
Current assets:
   Cash and cash equivalents                         $      20,951  $    71,355
   Prepaid expenses                                          1,444        2,887
                                                     -------------  -----------

               Total current assets                         22,395       74,242
                                                     -------------  -----------

Office equipment and computer software,
   net of accumulated depreciation                           6,936        8,341
                                                     -------------  -----------

               TOTAL ASSETS                          $      29,331  $    82,583
                                                     =============  ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current liabilities:
   Accounts payable                                  $      39,221  $    48,874
   Loan payable-officer                                      1,657        2,090
                                                     -------------  -----------

               Total current liabilities                    40,878       50,964
                                                     -------------  -----------

Stockholders' equity (deficit):
   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     (1,486,414)  (1,443,248)
                                                       -----------   ----------

               Total stockholders' equity (deficit)        (11,547)      31,619
                                                     -------------  -----------

               TOTAL LIABILITIES AND STOCKHOLDERS'
                     EQUITY (DEFICIT)                $      29,331  $    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>
                                            Nine-month period ended  February 17, 1993
                                                   March 31,            (inception)
                                            -----------------------       through
                                               2002          2001      March 31, 2002
                                            ----------    ---------    --------------
<S>                                         <C>           <C>          <C>
Revenues                                    $        -    $        -   $            -
                                            ----------    ----------   --------------

Operating expenses:
   Professional and consulting                  19,995        86,167          444,140
   Research and development                          -             -           93,498
   Business development and travel               1,568         2,768           80,848
   Office                                       20,807        41,907          161,627
   Write-down of development costs                   -        30,567          811,973
   Cancellation of indebtedness                      -             -         (111,018)
   Loss on sale of office equipment                  -        11,115           11,115
   Depreciation and amortization                 1,405         2,838           31,968
                                            ----------    ----------   --------------

         Total operating expenses               43,775       175,362        1,524,151
                                            ----------    ----------   --------------

Loss from operations                           (43,775)     (175,362)      (1,524,151)

Interest income                                    609         4,310           36,293
                                            ----------    ----------   --------------

          NET LOSS                          $  (43,166)   $ (171,052)  $   (1,487,858)
                                            ==========    ==========   ==============


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

Weighted average common shares outstanding   9,241,867     9,241,867        5,452,500
                                            ==========    ==========   ==============

</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
                                                          March 31,
                                                  -------------------------
                                                     2002           2001
                                                  ----------     ----------

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

Operating expenses:
   Professional and consulting                         7,851         12,869
   Research and development                                -              -
   Business development and travel                       126         (5,808)
   Office                                              8,206         10,812
   Loss on sale of office equipment                        -         11,115
   Depreciation and amortization                         468            528
                                                  ----------     ----------

          Total operating expenses                    16,651         29,516
                                                  ----------     ----------

Loss from operations                                 (16,651)       (29,516)

Interest income                                           49            652
                                                  ----------     ----------

          NET LOSS                                $  (16,602)    $  (28,864)
                                                  ==========     ==========


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>
                                                              Nine-month period ended  February 17, 1993
                                                                    March 31,             (inception)
                                                              -----------------------       through
                                                                2002           2001      March 31, 2002
                                                              --------      ---------    --------------
<S>                                                           <C>           <C>          <C>
Cash flows from operating activities:
  Net loss                                                    $(43,166)     $(171,052)   $   (1,486,414)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Write-down of development costs                                -         30,567           811,973
      Loss on sale of office equipment                               -         11,115            11,115
      Depreciation and amortization                              1,405          2,838            31,968
      Cancellation of indebtedness                                   -              -          (111,018)
      Expenses of Company paid by officer                            -              -            48,516
      Obligations assumed by stockholders                            -              -            68,040
      Issuance of common stock for services/assets                   -              -            67,154
      (Increase) decrease in prepaid expenses                    1,443          4,248             3,119
      Increase (decrease) in accounts payable                   (9,653)       (31,239)           14,221
                                                              --------      ---------    --------------

          Net cash used in operating activities                (49,971)      (153,523)         (541,326)
                                                              --------      ---------    --------------

Cash flows from investing activities:
   Purchase of applied-for patent                                    -              -           (10,130)
   Proceeds from sale of office equipment                            -          5,123             5,123
   Capital expenditures                                              -         (3,965)         (725,969)
                                                              --------      ---------    --------------

          Net cash provided by (used in) investing activities        -          1,158          (730,976)
                                                              --------      ---------    --------------

Cash flows from financing activities:
   Net proceeds from private placement of common stock               -              -         1,284,335
   Repayment of loans payable-officer                             (433)       (10,410)          (16,082)
   Loan advances received                                            -              -            25,000
                                                              --------      ---------    --------------

          Net cash provided by (used in) financing activities     (433)       (10,410)        1,293,253
                                                              --------      ---------    --------------

Net increase (decrease) in cash and cash equivalents           (50,404)      (162,775)           20,951

Cash and cash equivalents- beginning                            71,355        253,440                 -
                                                              --------      ---------    --------------

CASH AND CASH EQUIVALENTS- ENDING                             $ 20,951      $  90,665    $       20,951
                                                              ========      =========    ==============
</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)

                                 March 31, 2002


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.

History and business activity
-----------------------------

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

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

                                       14
<PAGE>

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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2002


NOTE 1- UNAUDITED INTERIM FINANCIAL STATEMENTS (CONTINUED)
----------------------------------------------------------

History and business activity (continued)
-----------------------------------------

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

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.

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.

                                       15
<PAGE>

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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2002

NOTE 1- UNAUDITED INTERIM FINANCIAL STATEMENTS (CONTINUED)
----------------------------------------------------------

History and business activity (continued)
-----------------------------------------

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.

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.

                                       16
<PAGE>

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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2002

NOTE 1- UNAUDITED INTERIM FINANCIAL STATEMENTS (CONTINUED)
----------------------------------------------------------

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.

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.

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.

                                       17
<PAGE>

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

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2002


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.  Effective  April  1,  2002,  the  Company  is on a  month  to  month
arrangement  with the same monthly lease payments.  Half of the security deposit
will be applied to the last month of the lease.

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.

                                       18
<PAGE>
                            RETAIL HIGHWAY.COM, INC.
                  (formerly International Fuel Solutions, Inc.)
                          (a development stage company)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                 March 31, 2002


NOTE 4- COMMITMENTS (CONTINUED)
-------------------------------

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: May 20, 2002



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


                                       20