U. S. Securities and Exchange Commission

                             Washington, D. C. 20549


                                   FORM 10-KSB


[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 2002
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from               to
                                    -------------    -------------

                                      0-26695
                                      -------
                                 Commission File No.



                            Highway One-Oweb, Inc.
                            ----------------------
                 (Name of Small Business Issuer in its Charter)

           UTAH                                             87-0636107
           ----                                             ----------
(State or Other Jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

                                 2001 Potomac
                              Houston, Texas 77057
                              --------------------
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (713) 785-6809

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:

                   $0.001 Par Value Common Voting Stock
                   ------------------------------------
                              Title of Class

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

     State Issuer's revenues for its most recent fiscal year: December 31,
2002 - $0.

<PAGE>

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked price of such stock, as of a specified date
within the past 60 days.

     April 7, 2003 - $2,348. There are approximately 2,348,000 shares of
common voting stock of the Company held by non-affiliates.  Because there has
been no "established public market" for the Company's common stock during the
past five years, the Company has arbitrarily valued these shares at par value
of $0.001 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)

     None; Not applicable

                      (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

                                   22,348,000
                                   ----------
                                  April 7, 2003

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in
Item 13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---
<PAGE>

                                     PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Organization, Charter Amendments and General History
     ----------------------------------------------------

     Highway One-OWEB, Inc., a Utah corporation ("Highway One"), was
organized under the laws of the State of Utah on March 17, 1999.  Following
its organization, it conducted an offering of a minimum of 300,000 shares and
a maximum of 1,000,000 shares of common stock at a price of $0.10 per share.
This offering was conducted under Rule 504 of Regulation D of the Securities
and Exchange Commission and applicable state laws, rules and regulations.  The
offering was subsequently closed, with the Company having received gross
proceeds of $34,800.

     Changes of Control
     ------------------

     On February 7, 2002, which is subsequent to the date of this Report, we
entered into a Purchase Agreement  between Highway One, Pete Chandler and
Benjamin Hansel.  At the time the parties executed the Purchase Agreement, Mr.
Chandler was our sole director and President and was the owner of 2,000,000
shares, constituting approximately 85.2% of our issued and outstanding common
stock.  Under the Purchase Agreement, Mr. Chandler, as our sole director,
executed a resolution by which we issued 20,000,000 "unregistered" and
"restricted" shares of our common stock to Mr. Hansel in consideration of Mr.
Hansel's agreement to serve as director and executive officer of Highway One
and his payment of all of Highway One's costs and expenses incurred in
connection with the Purchase Agreement.  For more information regarding the
Purchase Agreement, see the Current Report on Form 8-K dated February 7, 2003,
which was filed with the Securities and Exchange Commission on February 12,
2003, and which is incorporated herein by this reference.  See Item 13 of this
Report.

     On February 20, 2003, which is also subsequent to the date of this
Report, Highway One and Michele Audio Corporation, a New Jersey corporation
("Michele Audio"), entered into an Agreement and Plan of Merger (the "Merger
Agreement").  Under the Merger Agreement, we agreed that the outstanding
shares of Michele Audio, with the exception of any dissenting shares, shall be
converted into 9,392,000 "unregistered" and "restricted" shares of Highway
One's common stock on a post-split basis or 80% of our issued and outstanding
capital stock on a fully diluted basis.

     Upon completion of the Merger Agreement, the business operations of
Highway One would be the operations of Michele Audio and the stockholders of
Michele Audio would become the controlling stockholders of Highway One.  In
addition, our current sole director would resign and the nominees of Michele
Audio would be appointed to serve on our Board of Directors.

     As of the date of this Report, the Merger Agreement is still subject to
due diligence by the parties and has not been completed.  The Merger Agreement
is subject to modification and there is no assurance that it will be completed
or that, if it is, that it will be completed on its current terms or that our
operations will be successful.  If and when we complete the Merger Agreement,
we will promptly file with the Securities and Exchange Commission a Current
Report on Form 8-K disclosing the transaction and the business operations of
Michele Audio.  The Merger Agreement is attached hereto and incorporated
herein by reference.  See Item 13 of this Report.

Business.
---------
     Highway One was formed for the purpose of developing and marketing
internet web page design and maintenance for companies that have not
previously used the internet to market their goods and services.  However,
these operations were not successful and we entered into the Purchase
Agreement and the Merger Agreement in an effort to establish a successful
business operation for our stockholders.

     Other than the above-referenced matters, Highway One has had no
material business operations since its inception.  If we are unable to
complete the Merger Agreement, we will continue to seek the acquisition of
assets, property or business that may benefit Highway One and its
stockholders.  To that extent, Highway One may be deemed to be a "blank check"
company.  Because we have limited assets and conduct no business, management
anticipates that any such acquisition would require us to issue shares of our
common stock as the sole consideration for the acquisition.  This may result
in substantial dilution of the shares of current stockholders.  Our Board of
Directors shall make the final determination whether to complete the Merger
Agreement or any other such acquisition; the approval of stockholders will not
be sought unless required by applicable laws, rules and regulations, our
Articles of Incorporation or Bylaws, or contract.  The Merger Agreement may be
modified before it is consummated.  We make no assurance that our operations
will be profitable or successful following any completion of the Merger
Agreement or the acquisition of any other future enterprise.

     Highway One is not currently engaging in any substantive business
activity and, with the exception of the operations of Michele Audio if the
Merger Agreement is completed, has no plans to engage in any such activity in
the foreseeable future.  In its present form, Highway One may be deemed to be
a vehicle to acquire or merge with a business or company.  If we do not
complete the Merger Agreement, we do not intend to restrict our search to any
particular business or industry, and the areas in which we will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance,
brokerage, finance and all medically related fields, among others.  We
recognize that the number of suitable potential business ventures that may be
available to us may be extremely  limited, and may be restricted to entities
who desire to avoid what these  entities may deem to be the adverse factors
related to an initial public offering  ("IPO").  The most prevalent of these
factors include substantial time requirements, legal and accounting costs, the
inability to obtain an underwriter who is willing to publicly offer and sell
shares, the lack of or the inability to obtain the required financial
statements for such an undertaking, limitations on the amount of dilution to
public investors in comparison to the stockholders of any such entities, along
with other conditions or requirements imposed by various federal and state
securities laws, rules and regulations.  Any of these types of entities,
regardless of their prospects, would require Highway One to issue a
substantial number of shares of its common stock to complete any such
acquisition, reorganization or merger, usually amounting to between 80 and 95
percent of our outstanding shares following the completion of any such
transaction;  accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in Highway One.

     In the event that we complete the Merger Agreement or engage in any other
transaction resulting in a change of control of Highway One and/or the
acquisition of a business, we will be required to file with the Securities and
Exchange Commission a Current Report on Form 8-K within 15 days of such
transaction.  A filing on Form 8-K also requires the filing of audited
financial statements of the business acquired, as well as pro forma financial
information consisting of a pro forma condensed balance sheet, pro forma
statements of income and accompanying explanatory notes.

     If we are not able to complete the Merger Agreement, management intends
to consider a number of factors prior to making any decision as to whether to
participate in any specific business endeavor, none of which may be
determinative or provide any assurance of success.  These may include, but
will not be limited to, an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or marketing
concepts; the merit of technological changes; its present financial condition,
projected growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects;
the nature of its present and expected competition; the quality and experience
of its management services and the depth of its management; its potential for
further research, development or exploration; risk factors specifically
related to its business operations; its potential for growth, expansion and
profit; the perceived public recognition or acceptance of its products,
services, trademarks and name identification; and numerous other factors which
are difficult, if not impossible, to properly or accurately analyze, let alone
describe or identify, without referring to specific objective criteria.

     Regardless, the results of operations of Michele Audio or any other
entity may not necessarily be indicative of what may occur in the future, by
reason of changing market strategies, plant or product expansion, changes in
product emphasis, future management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives.  Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.

     Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to
Highway One, visit and inspect material facilities, obtain independent
analysis or verification of information provided and gathered, check
references of management and key personnel and conduct other reasonably
prudent measures calculated to ensure a reasonably thorough review of any
particular business opportunity; however, due to time constraints of
management, these activities may be limited.

     If and when we complete the Merger Agreement, our business operations
would immediately become those of Michele Audio.  If we do not complete the
Merger Agreement, we are unable to predict the time as to when and if we may
actually participate in any specific business endeavor.  We anticipate that
proposed business ventures will be made available to us through personal
contacts of our director, executive officer and principal stockholder,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community and others who may present
unsolicited proposals.  In certain cases, we may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which Highway One eventually participates. Such persons may
include our directors, executive officers, beneficial owners or
their affiliates.  In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals.

     Our current director, executive officer and controlling stockholder does
not have any ownership interest in Michele Audio.  However, if the Michele
Audio merger is not completed, the possibility exists that we may acquire or
merge with a business or company in which our executive officers, directors,
beneficial owners or their affiliates may have an ownership interest.  Current
company policy does not prohibit such transactions.  Because no such
transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.

     Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by Highway One and,
accordingly, may present a conflict of interest for such individuals.

Principal Products and Services.
--------------------------------

     If and when we complete the Merger Agreement, our business operations
will become those of Michele Audio and these operations will be timely
disclosed in a Current Report on Form 8-K and Highway One's periodic reports
to be filed with the Securities and Exchange Commission.  Otherwise, the
limited business operations of Highway One, as now contemplated, involve those
of a "blank check" company. The only activities to be conducted by our company
will be to maintain its good standing in the State of Utah and to seek out and
investigate the acquisition of any viable business opportunity through the
exchange for our securities or pursuant to a reorganization or merger through
which our securities will be issued or exchanged.

Distribution Methods of the Products or Services.
-------------------------------------------------

     Upon any completion of the Merger Agreement, our distribution methods
will be those of Michele Audio.  If the Merger Agreement is not completed,
management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
Highway One may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

     None; Not applicable.
Competitive Business Conditions.
--------------------------------

     Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by Highway One;
many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies
whose business operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle through
which a private entity may have access to the public capital markets. There is
no reasonable way to predict the competitive position of Highway One or any
other entity; however, Highway One, having limited assets and cash reserves,
will no doubt be at a competitive disadvantage in competing with entities
which have recently completed IPO's, have significant cash resources and have
recent operating histories when compared with the lack of any substantive
operations by Highway One since its inception.

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

     None; Not applicable.

Dependence on One or a Few Major Customers.
-------------------------------------------

     None; Not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
-------------------

     None; Not applicable.

Need for any Governmental Approval of Principal Products or Services.
---------------------------------------------------------------------

     Because Highway One currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in
the event that we complete the Merger Agreement with Michele Audio or engage
in a merger or acquisition transaction with another entity that engages in
such activities, we will become subject to all governmental approval
requirements to which the merged or acquired entity is subject.

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13,
1992, substantially modified the information and financial requirements of a
"Small Business Issuer," defined to be an issuer that has revenues of less
than $25 million; is a U.S. or Canadian issuer; is not an investment company;
and if a majority-owned subsidiary, the parent is also a small business
issuer; provided, however, an entity is not a small business issuer if it has
a public float (the aggregate market value of the issuer's  outstanding
securities held by non-affiliates) of $25 million or more.

     The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an
interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets.  The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like Highway One,
and may make the use of these companies obsolete.

Sarbanes-Oxley Act.
-------------------

     On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act
of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide
variety of new regulatory requirements on publicly-held companies and their
insiders.  Many of these requirements will affect us. For example:

     * Our chief executive officer and chief financial officer must now
       certify the accuracy of all of our periodic reports that contain
       financial statements;

     * Our periodic reports must disclose our conclusions about the
       effectiveness of our disclosure controls and procedures; and

     * We may not make any loan to any director or executive officer and we
       may not materially modify any existing loans.

     The Sarbanes-Oxley Act has required us to review our current procedures
and policies to determine whether they comply with the Sarbanes-Oxley Act and
the new regulations promulgated thereunder. We will continue to monitor our
compliance with all future regulations that are adopted under the
Sarbanes-Oxley Act and will take whatever actions are necessary to ensure that
we are in compliance.

Research and Development.
-------------------------

     None; Not applicable.

Cost and Effects of Compliance with Environmental Laws.
-------------------------------------------------------

     None; Not applicable. However, environmental laws, rules and
regulations may have an adverse effect on Michele Audio or any other business
venture that we may view as an attractive acquisition, reorganization or
merger candidate, and these factors may further limit the number of potential
candidates available to us for acquisition, reorganization or merger.

Number of Employees.
--------------------

     None; Not applicable.

Item 2. Description of Property.
---------------------------------
     Highway One has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its sole director and executive officer, Benjamin Hansel,
and are currently provided at no cost. Because Highway One currently has no
business, its activities will be limited to keeping itself in good standing in
the State of Utah, and completing the Merger Agreement.  If and when we
complete the Merger Agreement, our business operations will become those of
Michele Audio.  If we do not complete the Michele Audio merger, we will
continue to seek out acquisitions, reorganizations or mergers and prepare and
file the appropriate reports with the Securities and Exchange Commission.  To
date, these activities have consumed an insubstantial amount of management's
time.

Item 3. Legal Proceedings.
---------------------------

     We are not a party to any pending legal proceeding. To the knowledge of
management, no federal, state or local governmental agency is presently
contemplating any proceeding against us. No director, executive officer or
affiliate of Highway One or owner of record or beneficially of more than five
percent of our common stock is a party adverse to Highway One or has a
material interest adverse to Highway One in any proceeding.

Item 4. Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

     During the fourth quarter of the fiscal year covered by this Report, no
matter was submitted to a vote of our security holders, whether through the
solicitation of proxies or otherwise.

                   PART II

Item 5. Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------

Market Information.
-------------------

     Our common stock is quoted on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. (the "NASD") under the symbol
"HWOO;" however, the market for shares of our common stock is extremely
limited and only commenced in the third quarter of 2000.  No assurance can be
given that any established trading market for our common stock will develop or
be maintained.  If a public market ever develops in the future, the sale of
"unregistered" and "restricted" shares of common stock pursuant to Rule 144 of
the Securities and Exchange Commission by Messrs. Chandler and/or Hansel or
others may have a substantial adverse impact on any such public market.  See
the heading "Recent Sales of Unregistered Securities," and the caption
"Security Ownership of Certain Beneficial Owners and Management" of this
Report.

     The high and low bid prices for our shares of common stock for our last
two completed fiscal years are as follows:


                                                      Bid
                                                      ---
Quarter ending:                         High                      Low
                                        ----                      ---
January 2, 2001, through
March 30, 2001                          $0.4375                   $0.25

April 2, 2001, through
June 29, 2001                           $0.25                     $0.03

July 2, 2001, through
September 28, 2001                      $0.04                     $0.03

October 1, 2001 through
December 31, 2001                       $0.03                     $0.03

January 2, 2002 through
March 28, 2002                          $0.03                     $0.02

April 1, 2002 through
June 28, 2002                           $0.02                     $0.02

July 1, 2002 through
September 30, 2002                      $0.03                     $0.02

October 1, 2002 through
December 31, 2002                       $0.03                     $0.03

          These bid prices were obtained from Pink Sheets, LLC (formerly known
as the "National Quotation Bureau, Inc.") and do not necessarily reflect
actual transactions, retail markups, mark downs or commissions.

Holders.
--------

     The number of record holders of our securities as of the date of this
Report is approximately 29.  This figure does not include an indeterminate
number of stockholders who may hold their shares in "street name."

Dividends.
----------

     Highway One has not declared any cash dividends with respect to its
common stock and does not intend to declare dividends in the foreseeable
future.  The future dividend policy of Highway One cannot be ascertained with
any certainty, and until we complete any acquisition, reorganization
or merger, as to which no assurance may be given, no such policy will be
formulated. There are no material restrictions limiting, or that are likely to
limit, our ability to pay dividends on our common stock.

Recent Sales of Unregistered Securities.
----------------------------------------

     The following table indicates all securities that we have sold during the
past three years without registering the securities under the Securities Act
of 1933, as amended:

                     Date                 Number of         Aggregate
     Name            Acquired             Shares            Consideration
     ----            --------            ---------          -------------

Benjamin Hansel       2/7/03            20,000,000              *

     *  Mr. Hansel received these shares in consideration of his agreement to
serve as a director and executive officer of Highway One and to pay all costs
and expenses incurred in connection with the Purchase Agreement.  See the Part
III, Item 13 of this Report.

     The offer and sale of these securities are believed to have been exempt
from the registration requirements of Section 5 of the Securities Act of 1933,
as amended, pursuant to Sections 3(b) and/or 4(2) thereof, and from similar
applicable states' securities laws, rules and regulations exempting the offer
and sale of these securities by available state exemptions from registration.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

Plan of Operation.
------------------

     Other than entering into the aforementioned Purchase Agreement and Merger
Agreement, Highway One has not engaged in any material operations or had any
revenues from operations during the last calendar year.  We have received only
$300 in revenues from operations during since our inception on March 17, 1999.
Our plan of operation for the next 12 months is complete the Merger Agreement
with Michele Audio.  Following such completion, our operations will become
those of Michele Audio.  If we are unable to complete the Merger Agreement, we
will continue to seek the acquisition of assets, properties or businesses that
may benefit Highway One and its stockholders. Management anticipates that to
achieve any such acquisition, we will issue shares of our common stock as the
sole consideration for such acquisition.

     If we do not complete the Merger Agreement, our only foreseeable cash
requirements for the next 12 months will relate to maintaining Highway One in
good standing or the payment of expenses associated with reviewing or
investigating any potential business venture, which may be advanced by
management or principal stockholders as loans to Highway One.  Because we have
not identified any such venture as of the date of this Report, it is
impossible to predict the amount of any such loan.  However, any such loan
will not exceed $25,000 and will be on terms no less favorable to Highway One
than would be available from a commercial lender in an arm's length
transaction.  As of the date of this Annual Report, we are working toward the
completion of the Merger Agreement and have not begun to seek any such
venture.

     Forward-Looking Information.
     ----------------------------

     Statements made in this Form 10-KSB which are not purely historical are
forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of Highway One, including, without limitation,
statements preceded by, followed by or that include the words "may", "would",
"could", "should", "expects", "projects", "anticipates", "believes",
"estimates", "plans", "intends", "targets" or similar expressions.

     Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our control) that could cause
actual results to differ materially from those set forth in the
forward-looking statements, including the following, in addition to those
contained in our reports on file with the Securities and Exchange Commission:
(i) general economic or industry conditions, nationally and/or in the
communities in which we may conduct business; (ii) changes in the interest
rate environment, legislation or regulatory requirements; (iii) conditions of
the securities markets; (iv) changes in any industry in which we may engage;
(v) the development of products or services that may be superior to
any products or services that we may offer or develop; (vi) competition;
(vii) changes in the quality or composition of products or services that we
may develop; (viii) our ability to develop new products or services; (ix)
our ability to raise capital; (x) changes in accounting principals, policies
or guidelines; (xi) financial or political instability; (xii) acts of war or
terrorism; (xiii) other economic, competitive, governmental, regulatory and
technical factors affecting our operations, products, services and prices.

     Accordingly, results actually achieved may differ materially from
expected results in these statements.  Forward-looking statements speak only
as of the date they are made.  Highway One does not undertake, and
specifically disclaims, any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of such
statements.

Item 7.  Financial Statements.
         ---------------------

          Financial Statements for the years ended
          December 31, 2002, and 2001

          Independent Auditors' Report

          Balance Sheet - December 31, 2002

          Statement of Operations From Inception on
          on March 17, 1999, through December 31, 2002

          Statements of Stockholders' Equity
          from Inception on March 17, 1999, through
          December 31, 2002

          Statement of Cash Flows from Inception
          on March 17, 1999, through December 31, 2002

          Notes to Financial Statements

<PAGE>

                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)

                             FINANCIAL STATEMENTS

                              December 31, 2002


<PAGE>




                               C O N T E N T S


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . 3

Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . 5

Statements of Stockholders' Equity . . . . . . . . . . . . . . . . . . . 6

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . 7

Notes to the Financial Statements. . . . . . . . . . . . . . . . . . . . 8

<PAGE>




                         INDEPENDENT AUDITORS' REPORT


To the Stockholders of
Highway One-OWeb, Inc.
(A Development Stage Company)
Houston, Texas

We have audited the accompanying balance sheet of Highway One-OWeb, Inc. (a
development stage company) as of December 31, 2002 and the related statements
of operations, stockholders' equity and cash flows for the years ended
December 31, 2002 and 2001 and from inception on March 17, 1999 through
December 31, 2002.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Highway One-OWeb, Inc. (a
development stage company) as of December 31, 2002 and the results of its
operations and its cash flows for the years ended December 31, 2002 and 2001
and from inception on March 17, 1999 through December 31, 2002 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raise substantial doubt about its
ability to continue as a going concern.  Management's plans in regard to these
matters are also described in Note 2.  The financial statements do not include
any adjustments that might result from the outcome of the uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
March 24, 2003
<PAGE>
<TABLE>
<CAPTION>

                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)
                                Balance Sheet


                                    ASSETS

                                                             December 31,
                                                                 2002
<S>                                                         <C>
CURRENT ASSETS

 Cash                                                       $      607
                                                            ----------
  Total Current Assets                                             607
                                                            ----------
FIXES ASSETS (NET)(Note 1)                                       2,072
                                                            ----------
  TOTAL ASSETS                                              $    2,679
                                                            ==========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

 Accounts payable                                           $    4,231
 Note payable-related party (Note 3)                            10,000
 Accrued expenses                                                1,000
                                                            ----------
  Total Current Liabilities                                     15,231
                                                            ----------
  TOTAL LIABILITIES                                             15,231
                                                            ----------
STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock: 100,000,000 shares authorized of $0.001
  par value, 2,348,000 shares issued and outstanding             2,348
 Additional paid-in capital                                     37,452
 Deficit accumulated during the development stage              (52,352)
                                                            ----------
  Total Stockholders' Equity (Deficit)                         (12,552)
                                                            ----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)      $    2,679
                                                            ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                4
<PAGE>
<TABLE>
                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)
                          Statements of Operations
<CAPTION>
                                                                     >From

                                                                 Inception on
                                                                   March 17,
                               For the Years Ended               1999 Through
                                   December 31,                  December 31,
                            2002              2001                    2002
<S>                         <C>               <C>                <C>
REVENUES                    $         -       $        150       $        300
                            -----------       ------------       ------------
EXPENSES

 General and administrative      13,413              9,930             51,652
                            -----------       ------------       ------------
   Total Expenses                13,413              9,930             51,652
                            -----------       ------------       ------------
LOSS FROM OPERATIONS        $   (13,413)      $     (9,780)      $    (51,652)
                            -----------       ------------       ------------
OTHER EXPENSES

 Interest expense                (1,000)                 -             (1,000)
                            -----------       ------------       ------------

    Total Other Expenses         (1,000)                 -             (1,000)
                            -----------       ------------       ------------
NET LOSS                    $   (14,413)      $     (9,780)      $    (52,352)
                            ===========       ============       ============
BASIC LOSS PER SHARE              (0.01)             (0.00)
                            ===========       ============
BASIC WEIGHTED
 AVERAGE SHARES               2,348,000          2,348,000
                            ===========       ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                5
<PAGE>
<TABLE>
                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)
                 Statement of Stockholders' Equity (Deficit)
<CAPTION>
                                                                  Deficit
                                                                Accumulated
                                         Additional              During the
                  Common Stock            Paid-In               Development
                Shares      Amount        Capital                  Stage
<S>                  <C>           <C>              <C>         <C>
Balance at
 inception on
 March 17, 1999              -     $       -        $       -   $        -

Issuance of
common stock
for cash at
$0.0025 per share     2,000,000        2,000            3,000            -

Issuance of
common stock
for cash at
$0.10 per share         348,000          348           34,452            -

Net loss from
inception on
March 17, 1999
through
December 31, 1999             -            -                -        (18,757)
                      ---------       -------        --------      ---------
Balance,
December
31, 1999              2,348,000         2,348          37,452        (18,757)

Net loss for
the year ended
December 31, 2000             -             -               -         (9,402)
                      ---------       -------        --------       --------
Balance,
December 31, 2000     2,348,000         2,348          37,452        (28,159)

Net loss for
the year ended
December 31, 2001             -             -               -         (9,780)
                      ---------       -------        --------       --------
Balance,
December 31, 2001     2,348,000         2,348          37,452        (37,939)

Net loss for the
year ended
December 31, 2002             -             -               -        (14,413)
                      ---------       -------        --------       --------
Balance,
December 31, 2002     2,348,000       $ 2,348        $ 37,452       $(52,352)
                      =========       =======        ========       ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                6
<PAGE>
<TABLE>
                            HIGHWAY ONE-OWEB, INC.
                        (A Development Stage Company)
                           Statements of Cash Flows
<CAPTION>
                                                                    From
                                                                 Inception on
                                                                  March 17,
                                 For the Years Ended             1999 Through
                                     December 31,                December 31,
                                 2002             2001               2002
<S>                             <C>               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                        $    (14,413)     $  (9,780)    $   (52,352)
  Adjustments to reconcile
  loss from operations
  to net cash used by
  operating activities:
     Depreciation                        921            921           2,532
  Change in operating
  assets and liabilities:
     Increase in accounts payable      2,574            104           4,232
     Increase in accrued expenses      1,000              -           1,000
                                ------------      ---------     -----------
  Net Cash Used by
  Operating Activities                (9,918)        (8,755)        (44,588)

CASH FLOWS FROM INVESTING ACTIVITIES

  Purchase of equipment                    -              -          (4,605)
                                ------------      ---------     -----------
   Net Cash Used by
   Investing Activities                    -              -          (4,605)
                                ------------      ---------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES

  Common stock issued for cash             -              -          39,800
  Proceeds from note payable-
   related party                      10,000              -          10,000
                                ------------      ---------     -----------
   Net Cash Provided by
   Financing Activities               10,000              -          49,800
                                ------------      ---------     -----------
NET INCREASE (DECREASE) IN CASH           82         (8,755)            607

CASH AT BEGINNING OF PERIOD              525          9,280               -
                                ------------      ---------     -----------
CASH AT END OF PERIOD           $        607      $     525     $       607
                                ============      =========     ===========
CASH PAID FOR:

  Interest                      $          -      $       -     $         -
  Income taxes                  $          -      $       -     $         -
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                7
<PAGE>
                            HIGHWAY ONE-OWEB, INC.
                       (A Development Stage Company)
                     Notes to the Financial Statements
                        December 31, 2002 and 2001

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     This summary of significant accounting policies of Highway One-OWeb,
     Inc. is presented to assist in understanding the Company's financial
     statements.  The financial statements and accompanying notes are
     representations of the Company's management, which is responsible for
     their integrity and objectivity.  These accounting policies conform to
     accounting principles generally accepted in the United States of America
     and have been consistently applied in the preparation of the financial
     statements.

     a.  Organization and Business Activities

     Highway One-OWeb, Inc. (the Company) was incorporated in the State of
     Utah on March 17, 1999 to engage in any lawful activity, but more
     particularly to assist companies in marketing their goods and services
     on the internet.  Since its inception, the Company has been classified
     as a development stage company, due to the fact that it has not yet
     commenced planned principal operations.

     b.  Fiscal Year

     The Company operates on a calendar year basis.

     c.  Revenue Recognition

     The Company currently has no significant source of revenues. Revenue
     recognition policies will be determined when principal operations begin.

     d.  Estimates

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America 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 reporting period.  Actual
     results could differ from those estimates.

     e.  Provision for Taxes

     Deferred taxes are provided on a liability method whereby deferred tax
     assets are recognized for deductible temporary differences and operating
     loss and tax credit carryforwards and deferred tax liabilities are
     recognized for taxable temporary differences.  Temporary differences are
     the differences between the reported amounts of assets and liabilities
     and their tax bases.  Deferred tax assets are reduced by a valuation
     allowance when, in the opinion of management, it is more likely than not
     that some portion or all of the deferred tax assets will not be
     realized.  Deferred tax assets and liabilities are adjusted for the
     effects of changes in tax laws and rates on the date of enactment.
                                8
<PAGE>
                      HIGHWAY ONE-OWEB, INC.
                  (A Development Stage Company)
          Notes to the Financial Statements (Continued)
                    December 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      e.  Provision for Taxes (Continued)


       Net deferred tax assets consist of the following components as of
       December 31, 2002 and 2001:

                                                    2002         2001

          Deferred tax assets:
              NOL Carryover                      $  20,709    $  14,506

          Deferred tax liabilities:
              Depreciation                            (291)           -
                                                 ---------    ---------
          Valuation allowance                      (20,418)     (14,506)
                                                 ---------    ---------
          Net deferred tax asset                 $       -    $       -
                                                 =========    =========

       The income tax provision differs from the amount of income tax
       determined by applying the U.S. federal and state income tax rates of
       39% to pretax income from continuing operations for the years ended
       December 31, 2002 and 2001 due to the following:

                                                    2002          2001

       Book loss                                 $   (5,607)   $ (3,814)
       State Tax                                       (100)       (100)
       Other                                              -         197
       Valuation allowance                            5,707       3,717
                                                 ----------    --------
                                                 $        -    $      -
                                                 ==========    ========

       At December 31, 2002, the Company had net operating loss
       carryforwards of approximately $53,000 that may be offset against
       future taxable income from the year 2002 through 2022.  No tax
       benefit has been reported in the December 31, 2002 financial
       statements since the potential tax benefit is offset by a valuation
       allowance of the same amount.

       Due to the change in ownership provisions of the Tax Reform Act of
       1986, net operating loss carryforwards for Federal income tax
       reporting purposes are subject to annual limitations.  Should a
       change in ownership occur, net operating loss carryforwards may be
       limited as to use in future years.
                                9
<PAGE>
                      HIGHWAY ONE-OWEB, INC.
                  (A Development Stage Company)
          Notes to the Financial Statements (Continued)
                    December 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       f.  Basic Loss Per Share

                                   For the Year Ended
                                   December 31, 2002
                           Loss          Shares        Per Share
                       (Numerator)    (Denominator)      Amount
                         $(14,413)    $  2,348,000     $  (0.01)


                                   For the Year Ended
                                   December 31, 2001
                           Loss          Shares        Per Share
                       (Numerator)    (Denominator)      Amount
                         $ (9,780)    $  2,348,000     $  (0.00)

       The computations of basic loss per share of common stock is based on
       the weighted average number of shares outstanding during the period.

       g.  Property and Equipment

       Property and equipment consists of computer equipment and is stated
       at cost.  Depreciation is computed using the straight-line method
       over a five-year useful life.  Depreciation expense for the years
       ended December 31, 2002 and 2001 was $921 per year.

        h. Newly Issued Accounting Pronouncements

       During the year ended December 31, 2002 the Company adopted the
       provisions of FASB Statement No. 146, "Accounting for Costs
       Associated with Exit or Disposal Activities," FASB Statement No. 147,
       "Acquisitions of Certain Financial Institutions - an amendment of
       FASB Statements No. 72 and 144 and FASB Interpretation No. 9," and
       FASB Statement No. 148, "Accounting for Stock-Based Compensation-
       Transition and Disclosure-an amendment of FASB Statement No. 123
       (SFAS 148)."  Management does not believe these pronouncements will
       have a material effect on the Company's financial
       statements.

       i.  Executive Compensation

       During the year ended December 31, 2002 various services were
       contributed to the Company by members of its Board of Directors.  The
       aggregate value of these contributed services was determined to be
       immaterial to the financial statements.
                                10
<PAGE>
                      HIGHWAY ONE-OWEB, INC.
                  (A Development Stage Company)
          Notes to the Financial Statements (Continued)
                    December 31, 2002 and 2001


NOTE 2 - GOING CONCERN

       The Company's financial statements are prepared using accounting
       principles generally accepted in the United States of America
       applicable to a going concern which contemplates the realization of
       assets and liquidation of liabilities in the normal course of
       business.  However, the Company does not have significant cash or
       other material assets, nor does it have an established source of
       revenues sufficient to cover its operating costs and to allow it to
       continue as a going concern. The Company is seeking additional
       financing from a private placement of common stock.

NOTE 3 - NOTE PAYABLE - RELATED PARTY

       During the year ended December 31, 2002, the Company's president
       loaned the Company $10,000, which is unsecured, bears interest of 10%
       and is due upon demand. At December 31, 2002, the Company had made no
       payments on this note, and accrued interest totaled $1,000.

NOTE 4 - SUBSEQUENT EVENT

       On February 6, 2003, the Company consummated a Purchase Agreement
       whereby the Company issued 20,000,000 shares of its restricted common
       stock to an unrelated individual as consideration for that
       individual's agreement to serve as a director and executive officer
       of the Company.  Immediately following the execution of the
       Agreement, Mr. Pete Chandler, the Company's founder, President and
       Secretary, resigned his positions with the Company, including his
       position as director.
<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     None; not applicable.

                         PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers
--------------------------------------------------
     The following table sets forth the names of our current and former
directors and executive officers.  Benjamin Hansel, who is currently our sole
director and executive officer, will serve until the next annual meeting of
our stockholders (held the third Friday in August of each year) or until his
successors are elected or appointed and qualified, or his prior resignation or
termination.

<TABLE>
<CAPTION>
                                  Date of         Date of
                    Positions    Election or     Termination
Name                  Held       Designation   or Resignation
----                  ----       -----------   --------------
<S>                   <C>             <C>            <C>
Benjamin Hansel       Director        2/03           *
                      President       2/03           *
                      Secretary       2/03           *

Pete Chandler         Director        3/99           2/03
                      President       3/99           2/03
                      Secretary       3/99           2/03

</TABLE>

          * Mr. Hansel presently serves in the capacities indicated.

Business Experience.
--------------------

     Benjamin Hansel, Director, President and Secretary.  Mr. Hansel, age 36,
has served in his capacities with Highway One since February, 2003.  He has
also served as President and Chief Executive Officer of Hansel Capital, an
investment banking consulting firm, since 2000.  During the three years
immediately preceding his current appointments, he was a finance director for
the Burt Automotive Group.  Prior to that, Mr. Hansel had been marketing
director for Mega Centros de Mexico, a commercial real estate development
group.  He held that position until December, 1994.

Significant Employees.
----------------------

     Other than Mr. Hansel, Highway One has no employees.

Family Relationships.
---------------------

     Mr. Hansel is our sole director and executive officer.

Involvement in Certain Legal Proceedings.
-----------------------------------------

     During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
Highway One:

          (1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;

          (2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);

          (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or

          (4) was found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Mr. Hansel filed a Form 3 Initial Statement of Beneficial Ownership of
Securities with the Securities and Exchange Commission on March 13, 2003.
There have been no changes in Mr. Hansel's stock ownership since that time.

     Mr. Chandler filed a Form 3 Initial Statement of Beneficial Ownership of
Securities with the Securities and Exchange Commission on or about May 6,
2000.  To the knowledge of management, there have been no changes in Mr.
Chandler's stock ownership since that time.

Item 10. Executive Compensation.
         -----------------------

Cash Compensation
-----------------

          The following table sets forth the aggregate compensation paid by
our Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                         SUMMARY COMPENSATION TABLE

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>   <C>    <C>   <C>  <C>
Pete
Chandler,
Former
Director,   12/31/01    0     0     0      0       0     0   0
President,  12/31/02    0     0     0      0       0     0   0
Secretary

Benjamin
Hansel      12/31/02    0     0     0      0       0     0   0
Director,
President,
Secretary
</TABLE>

     No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to our Company's management during the years
ended December 31, 2002 or 2001. Other than our agreement to pay Mr. Hansel
20,000,000 "unregistered" and "restricted" shares of our common stock in
consideration of his agreement to serve as a director and executive officer of
Highway One and to pay all costs and expenses of the Purchase Agreement, we
have not entered into any compensation arrangement with Mr. Hansel as of the
date of this Report.  Mr. Hansel has not been granted any option or stock
appreciation rights; accordingly, no tables relating to such items have been
included within this Item.

Compensation of Directors.
--------------------------

     Other than as discussed above, there are no standard arrangements
pursuant to which our directors are compensated for any services provided as a
director.  No additional amounts are payable to our directors for committee
participation or special assignments.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
-------------

    There are no employment contracts, compensatory plans or arrangements,
including payments to be received from Highway One, with respect to any of our
directors or executive officers which would in any way result in payments to
any such person because of his resignation, retirement or other termination of
employment with Highway One, any change in control of Highway One, or a change
in the person's responsibilities following a change in control of Highway One.
We anticipate that our President, Benjamin Hansel, will negotiate an
arrangement by which he will be compensated in connection with the change in
control to be brought about by the completion of the Merger Agreement;
however, as of the date of this Report, no such arrangement has been made.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The following table sets forth the share holdings of those persons who
own more than five percent of our common stock as of the date hereof:
<TABLE>
<CAPTION>
                      Number of Shares           Percentage
Name and Address     Beneficially Owned           of Class
----------------     ------------------           --------
<S>                        <C>                       <C>
Benjamin Hansel           20,000,000                 89.5%
2001 Potomac
Houston, Texas 77057

Pete Chandler              2,000,000                  8.9%
430 Fourth Street
Ogden, Utah 84404

</TABLE>

Security Ownership of Management.
---------------------------------

          The following table sets forth the share holdings of our sole
director and executive officer as of the date hereof:

<TABLE>
<CAPTION>

                          Number of Shares       Percentage of
Name and Address         Beneficially Owned        of Class
----------------         ------------------      -------------
<S>                         <C>                      <C>

Benjamin Hansel           20,000,000                 89.5%
2001 Potomac
Houston, Texas 77057

</TABLE>

Changes in Control.
-------------------

     Under the Merger Agreement, the stockholders of Michele Audio will become
the holders of approximately 80% of our issued and outstanding shares
immediately following the completion thereof; in addition, Mr. Hansel will
resign as our sole director and executive officer and the nominees of Michele
Audio will become the new directors of Highway One.  See the Exhibit Index,
Part III, Item 13 of this Report.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

     The only transactions between Highway One and members of management;
nominees to become directors or executive officers; five percent stockholders;
or promoters or persons who may be deemed to be parents of Highway One were:
(i) the issuance to Pete Chandler of 2,000,000 "unregistered" and "restricted"
shares of our common stock in consideration of the sum of $5,000;
(ii) Mr. Chandler's loan of $10,000 to our Company on March 4, 2002; the
loan is unsecured, bears interest at the rate of 10% per year, and is payable
on demand; (iii) the issuance to Benjamin Hansel of 20,000,000 "unregistered"
and "restricted" shares of our common stock under the Purchase Agreement; and
(iv) our sale to Mr. Chandler of our computer server for the sum of $2,303,
under the Purchase Agreement.  Mr. Hansel is our President, Secretary and sole
director, and is the beneficial owner of approximately 89% of our issued and
outstanding common stock.  Mr. Chandler is a former director, executive
officer and controlling stockholder of Highway One.  See the captions
"Business Development" and "Security Ownership of Certain Beneficial
Owners and Management" of this Report.

Parents of the Issuer.
----------------------

     Highway One has no parents, except to the extent that Mr. Hansel may be
deemed to be a parent by virtue of his beneficial ownership of approximately
89% of our outstanding common stock.  See the caption "Security Ownership of
Certain Beneficial Owners and Management" of this Report.

Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K.
--------------------

         8-K Current Report dated February 7, 2003, filed February 12, 2003.

Exhibits.*
---------

Exhibit
Number               Description
------               -----------

10.1          Agreement and Plan of Merger

          *    Summaries of all exhibits contained within this
               Report are modified in their entirety by reference
               to these Exhibits.

Item 14.  Controls and Procedures.
----------------------------------

     Evaluation of Disclosure Controls and Procedures.
     -------------------------------------------------

     Highway One's President has evaluated the company's disclosure
controls and procedures as of April 7, 2003, and he concluded that these
controls and procedures are effective.

     Changes in Internal Controls.
     -----------------------------

     There are no significant changes in internal controls or in other
factors that could significantly affect these controls subsequent to April 7,
2003.

                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                  HIGHWAY ONE-OWEB, INC.


Date: April 10, 2003            By /s/ Benjamin Hansel
      --------------              --------------------------------------
                                  Benjamin Hansel, Director, President and
                                  Secretary

     In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of our Company and in the capacities and on
the dates indicated:

                                  HIGHWAY ONE-OWEB, INC.


Date: April 10, 2003            By /s/ Benjamin Hansel
      --------------              --------------------------------------
                                  Benjamin Hansel, Director, President and
                                  Secretary
<PAGE>

                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Benjamin Hansel, President and Secretary of Highway One-Oweb, Inc.
(the "Registrant"), certify that:

     1.   I have reviewed this Annual Report on Form 10-KSB of the Registrant
(the "Annual Report");

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

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

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

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

     b)   evaluated the effectiveness of the Registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Annual Report (the "Evaluation Date"); and

     c)   presented in this Annual Report my conclusions about the
          effectiveness of the disclosure controls and procedures based on
          My evaluation as of the Evaluation Date;

     5.   I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent function);

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

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

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

Dated: April 10, 2003            Signature: /s/ Benjamin Hansel
      ---------------                      --------------------
                                           Benjamin Hansel
                                           President and Secretary

<PAGE>

                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Highway One-Oweb, Inc. (the
"Registrant") on Form 10-KSB for the period ending December 31, 2002,
as filed with the Securities and Exchange Commission on the date hereof (the
"Annual Report"), I, Benjamin Hansel, President, Secretary and director of the
Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Annual Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Annual Report fairly presents, in
all material respects, the financial condition and result of operations of the
Registrant.

     Dated April 10, 2003                      /s/ Benjamin Hansel
           --------------                     ------------------------
                                              President and Secretary