<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                        _______________________________

                                 FORM 10-KSB/A

                                AMENDMENT NO. 1
                                      TO
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                          THE SECURITIES ACT OF 1934

                    For the Fiscal Year Ended May 31, 1999

                          COMMISSION FILE NO. 0-25773

                         INFORMATION-HIGHWAY.COM, INC.
                (Name of small business issuer in its charter)

           FLORIDA                                            65-0154103
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                         Identification Number)

                          185 - 10751 SHELLBRIDGE WAY
                  RICHMOND, BRITISH COLUMBIA V6X 2W8, CANADA
 (Address, including postal code, of registrant's principal executive offices)

                                (604) 278-5996
                    (Telephone number including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

Securities registered pursuant to Section 12(g) of the Exchange Act:

    Title of each class         Name of each Exchange on which registered:
    -------------------         ------------------------------------------

Common Stock, no par value                        None

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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X  No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant'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.

The registrant's revenues for its most recent fiscal year were: $1,008,657.

The Aggregate market value of the voting stock held by non-affiliates
of the registrant on August 31, 1999, computed by reference to the price at
which the stock was sold on that date: $19,093,244.

The number of shares outstanding of the registrant's Common Stock, no
par value, as of August 31, 1999 was 6,868,901.

Documents incorporated by reference:  None.

Transitional Small Business Disclosure Format (Check one):
Yes    No  X
______________________________________________________________________________
<PAGE>

                                    PART I

Item 1.  Description of Business.


Part I, Item 1, Description of Business, on pages 1 through 11 of Amendment No.
1 to the Company's registration statement on Form 10-SB/A filed with the
Commission on October 12, 1999, is hereby incorporated by reference as though
set forth here in its entirety.

Item 2.  Property.

Part I, Item 3, Property, on page 26 of Amendment No. 1 to the Company's
registration statement on Form 10-SB/A filed with the Commission on October 12,
1999, is hereby incorporated by reference as though set forth here in its
entirety.

                                    PART II

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


There is a limited public market for the Common Stock of the Company which
currently trades on the OTC Bulletin Board under the symbol "IHWY" where it has
been traded since February 24, 1999.  The high and low bid prices for the
Company's stock each quarter, through May 31, 1999, as reported by Nasdaq
Trading & Market Services, are as follows:

<TABLE>
<CAPTION>
                                          Bid Price
                                       High       Low
                                       -----     -----
<S>                                  <C>        <C>
Quarter ended February 28, 1999      $ 7.375    $0.00
Quarter ended May 31, 1999           $12.50     $3.375
</TABLE>

These quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions.

As of August 31, 1999, there were 6,868,901 shares of Common Stock outstanding,
held by 169 shareholders of record and by various broker/dealers on behalf of an
indeterminate number of street name shareholders. As of August 31, 1999,
1,327,666 shares of common stock were subject to issuance pursuant to
outstanding options at prices ranging from $0.50 to $5.00 per share and 632,150
shares of common stock were subject to issuance pursuant to outstanding warrants
at prices ranging from $1.00 to $6.00 per share. The Company has not issued any
other securities convertible into common stock.

To date the Company has not paid any dividends on its Common Stock and does not
expect to declare or pay any dividends on such Common Stock in the foreseeable
future.  Payment of any dividends will be dependent upon future earnings, if
any, the financial condition of the Company, and other factors as deemed
relevant by the Company's Board of Directors.

Set forth below is information regarding the issuance and sales of securities of
the Company without registration during the fourth quarter of the fiscal year
ended May 31, 1999. No such sales involved the use of an underwriter and no
commissions were paid in connection with the sale of any securities.

(a)  Beginning March 31, 1999, the Company conducted an offering of units
     pursuant to an Offering Memorandum.  Each unit consisted of one common
     share, one Series "A" Warrant to acquire one additional share at $4.00 per
     share expiring April 30, 2000, and one Series "B" Warrant to acquire one
     additional share at $6.00 per share expiring April 30, 2001.  The offering
     was completed on August 11, 1999.  On completion of the offering, a total
     of 129,750 units were issued at $4.00 per unit for total proceeds of
     $519,000.  Through May 31, 1999, 5000 units were issued at $4.00 per unit
     for total proceeds of $20,000.  The offer and sale of the units were exempt
     from registration under Rule 506 under and Section 4(2) of the Securities
     Act of 1933.  The Company furnished to purchasers in a timely manner an
     Offering Memorandum and financial information, limited the manner of the
     offering, promptly filed notices of sales, and limited the number of non-
     accredited investors to 5 investors. If the foregoing exemptions are not


<PAGE>


     available, the Company believes that $72,600 of these sales were also
     exempt under Regulation S under the Securities Act of 1933, as amended, due
     to the foreign nationality of the relevant purchasers.

(b)  In connection with the reorganization of the Company in February 1999, the
     Company assumed contractual obligations of one of its subsidiaries under
     outstanding warrants to issue shares of common stock for $1.00 per share.
     During the quarter ended May 31, 1999, the Company issued 270,300 shares
     pursuant to warrants exercised at $1.00 per share for total proceeds of
     $270,300.  The sale of the shares was exempt from registration under
     Regulation S and under Rule 506 under and Section 4(2) of the Securities
     Act of 1933. The Company provided disclosure to each of the warrant holders
     in connection with the reorganization of Information Highway, Inc. ("IHI")
     and the Company. Each of the warrant holders owned shares of IHI that they
     have now exchanged for shares of the Company. Through May 31, 1999, the
     Company issued shares to 30 purchasers, of which 7 were accredited
     investors and 6 were foreign citizens whose purchases were covered by
     Regulation S. Through September 30, 1999, when the Company determined not
     to issue any further shares to non-accredited investors pursuant to the
     warrants until such time as the shares could be registered, the Company
     issued shares to 45 purchasers, of which 7 were accredited investors and 7
     were foreign citizens whose purchases were covered by Regulation S. All of
     the shares issued pursuant to the warrant exercises bear a legend
     indicating that they are restricted securities. $53,000 of these sales were
     exempt under Regulation S under the Securities Act of 1933, as amended, due
     to the foreign nationality of the relevant purchasers.

(c)  During the quarter ended May 31, 1999, the Company issued 237,334 shares
     pursuant to options exercised at between $0.50 and $0.75 per share for
     total proceeds of $125,500. The sale of the shares was exempt from
     registration under Rule 701 under Section 3(b) of the Securities Act of
     1933. The sales were made on exercise of grants under the Company's written
     stock option plan, a copy of which the Company has provided to its
     participants. The 150,000 shares issued to John Robertson were also exempt
     from registration under Rule 506 under and Section 4(2) of the Securities
     Act of 1933. Mr. Robertson is an accredited investor by virtue of his
     positions with the Company as a director and executive officer. If the
     foregoing exemptions are not available, the Company believes that all
     $125,500 of these sales were also exempt under Regulation S under the
     Securities Act of 1933, as amended, due to the foreign nationality of the
     relevant purchasers.

<PAGE>


(d)  In March 1999, the Company issued 10,000 shares to its affiliate Access
     Information Services in exchange for services rendered. The offer and sale
     of the shares were exempt from registration under Section 4(2) of the
     Securities Act of 1933. If the foregoing exemption is not available, this
     sale was exempt under Regulation S under the Securities Act of 1933 due the
     foreign nationality of the ultimate beneficial owners of Access Information
     Services.

(e)  In March 1999, the Company issued 3,000 shares to Erik Lagerway in
     connection with its acquisition of Mr. Lagerway's Internet portal telephony
     businesses. The offer and sale of the shares were exempt from registration
     under Section 4(2) of the Securities Act of 1933. If the foregoing
     exemption is not available, this sale was exempt under Regulation S under
     the Securities Act of 1933 due the foreign nationality of the purchaser.


In addition, set forth below is information regarding the issuance and sales of
securities of Information Highway, Inc. without registration during the fiscal
year ended May 31, 1999.  No such sales involved the use of an underwriter and
no commissions were paid in connection with the sale of any securities.

(a)  In January 1999, IHI concluded an offering of units pursuant to an Offering
     Memorandum. Each unit consisted of one more share and one warrant to
     acquire an additional share at $1.00 per share by December 30, 1999. Due to
     a mixup in connection with changing its bank, the Company inadvertently
     overlooked deposits of $15,000 received during the offering for an
     additional 20,000 units. Including these units that should have been issued
     at the closing of the offering, a total of 754,000 units were issued at
     $0.75 per unit for total proceeds of $565,000. The offer and sale of the
     units were exempt from registration under Rule 504 of Regulation D under
     Section 3(b) of the Securities Act of 1933. If the exemption under Rule 504
     of Regulation D is not available, $90,750 of these sales were exempt under
     Regulation S under the Securities Act of 1933 due to the foreign
     nationality of the purchasers.



<PAGE>

                                   Part III



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

    (a)   Exhibits.

<TABLE>
<CAPTION>
   Exhibit No.    Description                                                       Page No.
----------------  -------------------------------------------------------------   ------------
<C>               <S>                                                               <C>
      2.1*        Agreement and Plan of Reorganization between the Company and
                  Information Highway, Inc.

      3.1*        Articles of Incorporation, restated as amended on February 23,
                  1999 and November 1, 1989

      3.2*        Bylaws

      4.1*        Specimen Share Certificate for Common Stock

      4.2*        Form of Warrants

      4.3*        Stock Option Plan

      4.4*        Form of Stock Option Agreement

     10.1**       VPOP Service Agreement between MetroNet Communications and
                  YesIC Communications

     10.2**       Level 3 Communications Terms and Conditions for Delivery of
                  Service

     10.3**       ADSL Service Agreement dated August 24, 1999, by and between
                  Bell Atlantic Network Integration, Inc. and
                  Information-Highway.com, Inc.

     12.1        Amendment No. 1 to registration statement on Form 10-SB/A
                  filed with the Securities and Exchange Commission on October
                  12, 1999

     27.1**       Financial Data Schedule

</TABLE>

*  Incorporated by reference from the Company's registration statement on Form
   10-SB filed with the Securities and Exchange Commission on April 14, 1999.

** Previously filed.

    (b)   Reports on Form 8-K.

None.

<PAGE>

                                  SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report or amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                      INFORMATION-HIGHWAY.COM, INC.


                                      By: /s/ John G. Robertson
                                          -----------------------------
                                          John G. Robertson, President
                                          Chief Executive Officer and Director


Dated: November 10, 1999

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                    Title                              Date
---------                                    -----                              ----
<S>                                          <C>                                <C>

/s/ John G. Robertson                         President, Chief                  11/10/99
-------------------------------------------   Executive Officer
(John G. Robertson)                           and Director



/s/ James L. Vandeberg                        Vice President, Chief             11/10/99
-------------------------------------------   Operating Officer, Secretary
(James L. Vandeberg)                          and Director



/s/ Jennifer Lorette                          Vice President,                   11/10/99
-------------------------------------------   Chief Financial Officer
(Jennifer Lorette)                            Principal Accounting
                                              Officer and Director
</TABLE>

<PAGE>

                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No.         Description
-----------         --------------------------------------------------
<C>                 <S>
    2.1*            Agreement and Plan of Reorganization between the Company and
                    Information Highway, Inc.

    3.1*            Articles of Incorporation, restated as amended on February
                    23, 1999 and November 1, 1989

    3.2*            Bylaws

    4.1*            Specimen Share Certificate for Common Stock

    4.2*            Form of Warrants

    4.3*            Stock Option Plan

    4.4*            Form of Stock Option Agreement

   10.1**           VPOP Service Agreement between MetroNet Communications and
                    Yesic Communication

   10.2**           Level 3 Communications Terms and Conditions for Delivery of
                    Service

   10.3**           ADSL Service Agreement dated August 24, 1999, by and between
                    Bell Atlantic Network Integration, Inc. and Information-
                    Highway.com, Inc.

   12.1            Amendment No. 1 to registration statement on Form 10-SB/A
                    filed with the Securities and Exchange Commission on October
                    12, 1999.

   27.1**          Financial Data Schedule

</TABLE>

*  Incorporated by reference from the Company's registration statement on Form
   10-SB filed with the Securities and Exchange Commission on April 14, 1999.

** Previously filed