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

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           THE SECURITIES ACT OF 1934

                     For the Fiscal Year Ended May 31, 2001
                           COMMISSION FILE NO. 0-25773

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

          FLORIDA                                               65-015410
(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:   COMMON
                                                                       STOCK

Indicate  by  check mark 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, and
(2) has been subject to such filing requirements for the past 90 days.
                                Yes [X] No [_]

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein and will not 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:  $147,977

The  Aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on  August 31, 2001, computed by reference to the price at which the
stock  was  sold  on  that  date:  $ 189,960
                                   -----------

The  number  of  shares  outstanding  of  the registrant's Class A voting Common
Stock,  no  par  value,  as  of  August  31,  2001  was  9,349,352.

Documents  incorporated  by  reference:  None.

Transitional  Small  Business  Disclosure  Format  (Check  one):  Yes [_] No [X]


                                                                          Page 1
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                          INFORMATION HIGHWAY.COM, INC.
                                   FORM 10-KSB

                                TABLE OF CONTENTS

PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
   ITEM 1.  DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . .  3
   ITEM 2.  DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . . . 11
   ITEM 3.  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . 11
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
   ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
   MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
   ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . . . 13
   ITEM 7.  FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . . . 22
   ITEM 8.  CHANGES IN AND DISAGREEEMENTS WITH ACCOUNTANTS ON
   ACCOUNTING AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . . 22
PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
   ITEM 9.   DIRECTOR'S, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
   PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT . . . . . . . . 22
   ITEM 10.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . 24
   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
   MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . 27
   ITEM 13(a).  EXHIBITS. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
   ITEM 13(b).  REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . 29


                                                                          Page 2
<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

Information  Highway.com,  Inc.  serves as an Internet Service Provider, or ISP,
for companies and individuals that need access to the Internet in exchange for a
recurring  fee.  We  have  also  developed  and begun providing a compilation of
Internet-based services and information catering to business professionals known
collectively  as  www.theexecutive.com.  We  conduct  our operations through our
wholly-owned  Canadian  subsidiary Blue Crow Internet Company, Ltd., acquired in
December 1996. We also have two wholly-owned subsidiaries which are: Information
Highway,  Inc.  which  owns  two  wholly-owned  subsidiaries: World Tel Internet
(Toronto)  Ltd., acquired in February 1997; and Blue Crow Internet Company, Ltd.

Information  Highway,  Inc.,  a  Washington corporation, initially acquired Blue
Crow,  WorldTel and YesIC Communications, Ltd., of which YesIC was sold pursuant
to  a  share  purchase  agreement dated April 24, 2001.  Then, in February 1999,
Information Highway, Inc. engaged in a reverse takeover of Florida Venture Fund,
Inc.,  a  Florida  corporation.  As  a  result  of  the  reverse  takeover,  the
shareholders  of  Information Highway, Inc. came to own approximately 95% of the
outstanding  shares of Florida Venture Fund, Inc. In connection with the reverse
takeover,  Florida  Venture  Fund,  Inc.  changed  its  name  to  Information
Highway.com,  Inc.  Information  Highway.com,  Inc.  is  now the ultimate parent
company  whose  shares  are  traded  on  the  OTC bulletin board (symbol: IHWY).
Information  Highway.com,  Inc.'s  executive  offices  are  located  at  10751
Shellbridge  Way,  Suite  185,  Richmond,  British Columbia V6X 2W8, Canada, our
telephone  number  is (604) 278-5996 and our facsimile number is (604) 278-3409.

On  September  27,  2000  we  completed  an  agreement to purchase Pavlik Travel
Services Ltd., a retail travel agency, located in a suburb of Vancouver, British
Columbia,  Canada.

On  February  28,  2001,  we subsequently sold Pavlik to SMR Investments Ltd.for
$125,000  whereby  SMR  paid  $85,921.77 to pay a bank loan, with the balance of
$39,078.23  paid  to  us.

On  April  24,  2001  we  completed  a share purchase agreement through which we
disposed  of  all  the  assets,  liabilities  and  shares  of  our  wholly-owned
subsidiary,  YesIC  Communications,  Ltd.,  a  Toronto-based  ISP,  to a private
Ontario  corporation.

Business  Development

Information  Highway.com was incorporated in Florida in December 1988 as Florida
Venture  Fund, Inc. Florida Venture Fund had not conducted any business prior to
February,  1999, when it engaged in a reverse takeover with Information Highway,
Inc., a Washington corporation. Information Highway, Inc. was formed in October,
1996.  It  began  to  build the basis for the current business of the Company by
undertaking  the  following  acquisitions:

     .YesIC Communications, Inc., acquired in February, 1997;
     .World Tel Internet (Toronto) Ltd., acquired in February, 1997; and
     .Blue Crow Internet Company, Ltd., acquired in December, 1996.

In  a reverse takeover, the shareholders of an acquired company generally end up
owning  all  or  most of the resulting combined company. The reverse takeover of
Florida  Venture  Fund, Inc. by Information Highway, Inc. was conducted pursuant
to an Agreement and Plan of Reorganization entered into on February 17, 1999 and
closed  on  February  23,  1999  between Florida Venture Fund, Inc., Information
Highway,  Inc.  and  certain  shareholders of Information Highway, Inc.  Florida
Venture Fund, Inc. acquired 3,235,000 common shares of Information Highway, Inc.


                                                                          Page 3
<PAGE>
(out  of  a total of 5,639,650 issued and outstanding common shares) in exchange
for 3,235,000 common shares of Florida Venture Fund, Inc. In connection with the
reverse  takeover,  FloridaVenture  Fund,  Inc.  changed its name to Information
Highway.com,  Inc.  It  is  our  intention to complete the exchange of shares of
Information  Highway.com  common  stock for the remaining and outstanding common
shares  of Information Highway, Inc. on a one for one basis.  As of May 11, 2000
(date  of  exchange  offering  closing),  2,359,650  of  the remaining 2,404,650
Information  Highway,  Inc.  shares  had  been  exchanged for the same number of
Information  Highway.com  shares.  Information  Highway.com  has allotted 33,000
shares  in  anticipation  of  the  remaining shares of Information Highway, Inc.
being  exchanged  in  the  future.  As  part  of  the  Agreement  and  Plan  of
Reorganization, Information Highway.com caused 1,659,833 of its 1,979,500 common
shares  that  were issued and outstanding, prior to the closing, to be cancelled
and  assumed the obligations of Information Highway, Inc. to issue common shares
pursuant  to  warrants  and  stock  options  issued by Information Highway, Inc.
Information  Highway,  Inc.  paid  $100,000  to  the  controlling shareholder of
Information  Highway.com  to  effect  the  Agreement  and Plan of Reorganization
including  the  cancellation of 1,659,833 shares. In total, to January 10, 2000,
approximately  99%  of  Information  Highway,  Inc.  shares  had been exchanged.
Information  Highway.com  has  allotted  33,000  shares  in  anticipation of the
remaining  shares  being  exchanged.  As  part  of  the  Agreement  and  Plan of
Reorganization, Information Highway.com caused 1,659,833 of its 1,979,500 common
shares  that were issued and outstanding prior to the closing to be canceled and
assumed  the  obligations  of  Information  Highway, Inc. to issue common shares
pursuant  to  warrants  and  stock  options  issued by Information Highway, Inc.
Information  Highway,  Inc.  paid  $100,000  to  the  controlling shareholder of
Florida  Venture  Fund,  Inc.  as a finder's fee and to effect the Agreement and
Plan  of  Reorganization.

On  April  24,  2001  by  way  of share purchase agreement, we disposed of YesIC
Communications,  Ltd., our  Toronto-based ISP which was an ISP only, in order to
focus on our Vancouver-based center which has been developed to provide state of
the  art  services  to  emerging  markets.

Overview  of  Information  Highway.com's  Business

We serve as an Internet Service Provider , or ISP, for companies and individuals
that  need  access  to  the  Internet  in  exchange  for  a  recurring  fee.

We  believe  that Internet users will begin to base their selection of an ISP in
part  on  the  value-added  services that their ISP provides. Through our portal
site  compilation  of  Internet-based  services  and  information,  we  provide
localized  and  portal  content  catering  to  business  professionals.  Through
research,  design,  programming,  co-branding,  and  licensing, we have compiled
Internet  services  and content in our portal site that we believe are useful to
companies,  associations  and  professionals. Portal site web pages are designed
specifically  for  targeted  user  groups, and we believe they provide friendly,
easy  to  navigate interfaces. Our basic portal site may be accessed through the
Internet at www.theexecutive.com. Other portal sites are customized to the needs
of specific Internet subscriber groups (whether by geographic location or entity
affiliation)  and  have  different  Internet  addresses.

Industry  Background--The  Internet

The  Internet  is  a  global  collection of thousands of interconnected computer
networks  that  links  computers  around  the  world  and  enables  commercial
organizations,  educational  institutions, governmental agencies and individuals
to  communicate  electronically,  access  and  share  information  and  conduct
commerce.  Unlike  other public and private telecommunications networks that are
managed  by businesses, governmental agencies or other entities, the Internet is
a  cooperative  interconnection  of  many  such public and private networks. The
networks  that  comprise  the  Internet  are  connected  in  a  variety of ways,
including  the public-switched telephone network and dedicated high-speed leased


                                                                          Page 4
<PAGE>
lines.  Open  communications  on  the Internet are enabled by TCP/IP, the common
Internet  communications  protocol,  which  enables  communication  across  the
Internet  regardless  of  the  hardware  and  software  used.

Recent  technological  advances,  combined  with  cultural  changes and evolving
business  practices, have led to integration of the Internet into the activities
of  individuals  and  the operations and strategies of commercial organizations.
Use  of  the  Internet  by individuals and relatively small businesses and other
organizations  has  been  accelerated  by  dramatic  increases in cost-effective
processing power and data storage capabilities in personal computers, as well as
widespread availability of multimedia, fax/modem, and networking capabilities to
the  home  computing  market.  According  to  CyberAtlas,  the Computer Industry
Almanac  conducted a study that found that North America will remain the leading
region for Internet users until at least 2005, projecting that it will grow from
about  83 million Internet users at the end of 1998 to nearly 230 million by the
end of 2005. By the end of the year 2000, the Computer Industry Almanac projects
that  Internet  users  in  North  America  will  number  almost 149 million. The
Computer  Industry Almanac defines Internet users as adults with weekly usage in
businesses  and  homes.

Much of the recent growth in Internet use by businesses and individuals has been
driven by the emergence of a network of servers and information available on the
worldwide  web. The worldwide web, which is based on a client/server model and a
set  of  standards  for information access and navigation, can be accessed using
software  that  allows  non-technical  users  to exploit the capabilities of the
Internet. The worldwide web enables users to find, retrieve and link information
on  the  Internet  easily  and  consistently.  The  development of worldwide web
technology  and  associated easy-to-use software has made the Internet easier to
navigate and more accessible to a larger number of users and for a broader range
of  applications.

Until  recently,  individuals  could  access  the  Internet  only  through  an
organization  with  a  direct Internet connection, or through traditional online
services  employing closed, proprietary networks that allow Internet access only
to  limited Internet resources. With the growth and increasing commercialization
of  the  Internet,  a  number  of Internet Service Providers, or ISPs, including
Information  Highway.com,  have emerged to provide direct access to individuals.
Traditional  online  services also have begun to increase the scope and capacity
of  their  access  to  the  Internet. Access providers vary widely in geographic
coverage,  subscriber  focus  and levels of Internet access. For example, access
providers may concentrate on certain types of subscribers (such as businesses or
individuals)  that  differ  substantially  in  the  type  of service and support
required.  Providers may also differ according to whether they provide direct or
non-direct  access to the Internet. Direct access through Internet protocol such
as PPP (Point-to-Point Protocol) enable users to establish direct connections to
other  computers  on  the  Internet,  including worldwide web sites or computers
operated  by  other users, and thereby have access to the full range of Internet
resources.  Like  most  regional  and  national  ISPs,  we offer direct Internet
access.

Principal  Services

We  currently  derive  the  overwhelming  majority  of our revenues from our ISP
business.  Over  the  past  two  and  half  years,  we  have devoted significant
resources  to  developing  our  portal site, which provides localized and portal
content catering to business professionals. We believe that the portal site will
ultimately  produce significant revenues, as well as complement our ISP services
by  functioning  as  an  Internet  access  gateway.

Key  strategic developments to date have included equipment, software and robust
network  infrastructure  acquisitions, acquisitions of licenses for web content,
research  and  development  and  marketing  plan  development.  We  possess what
management  considers  to be the latest in high-end computer management systems.
Hardware  systems  have  been  installed,  tested,  and  are  operating  with
comprehensive  redundancy  and  contingency  plans (although we cannot guarantee
that  we would maintain service in the face of every kind of natural disaster or


                                                                          Page 5
<PAGE>
man-made  disruption).  We  have  the  capacity  to  increase  hardware  storage
capabilities  due  to  the  modular  nature  of our equipment and without system
downtime.

ISP  Services

We  serve  as  an  ISP  for  companies  and  individuals that need access to the
Internet in exchange for a recurring fee. We began as a local ISP in Toronto and
Vancouver,  purchasing  and installing the backbone communications equipment and
infrastructure  necessary  to  be  a stand-alone ISP. Our costs of providing ISP
services  have  historically included equipment installation and ongoing service
and  maintenance  charges.

Recent  Developments

In  December  1999, we completed a license agreement with ISP Power Corporation,
whereby  we  licensed  ISP's PRISM software that provides integrated billing and
customer care software solutions, which has consolidated all of our billings and
customer  related  management  needs  into  one powerful, flexible and automated
package  that  reduces  costs.  The PRISM software integrates into the Microsoft
Commercial  Internet  System.  This  software  package  provides  up-to-date
information about customers and enables us to co-brand our billing system to our
Virtual  ISP's,  while  allowing them to retain their own identity, even when it
relates  directly  to  the  billing of their customers. With the installation of
this  new software and the implementation of Microsoft's MCIS system, we can now
scale  up  to  10,000,000  users  by  increasing  its  hardware.

On  August  24,  1999,  we  entered  into  a  multi-user DSL agreement with Bell
Atlantic  Data  Solutions to sell multi-user ADSL (Asymmetric Digital Subscriber
line)  service, Internet access and ancillary services. This enabled us to offer
to  our  business  customers  ADSL  Internet service for up to 30 users over one
phone  line  within  the  Bell  Atlantic  footprint  in the United States, which
consisted  of  thirteen states from Virginia to Maine.  However, we have decided
not  to  pursue  this  line  of  business due to its low profitability forecast.

In  February  2000,  we  launched our Voice Over Internet Protocol (VoIP) analog
program,  beginning  with  production on its rollout program in Canada utilizing
AT&T's  fibre  optic  backbone.  With  our gateway (www.ihwyphone.com) basic and
                                                    -----------------
enhanced voice services over the Internet, including voice enhanced web commerce
and  interactive  multimedia  communications  are now offered.  This adds to the
draw of our portal and service offering and has profitability potential as well.

On February 17, 2000, we entered into a partnership agreement with LinuxWizardry
Systems,  Inc.  to distribute and market its Linux based, low cost router to our
customers.  The  Linux  operating  system  allows  for  an easy configuration of
Internet  routers  and network appliances through a drag and drop graphical user
interface.  The  LinuxWizardry  router  does  not  require  an expensive network
specialist  to  configure  the  LinuxWizardry  router and therefore allows small
businesses  to  take  control  of  their  networks.

In  March  2000,  we  launched  our  Spanish  portal  site
(http://latino.theexecutive.com),  which  Portal  site  offers  free  access for
Spanish  speaking  users, allowing them access to all of our standard service on
its  portals.  We  are  anticipate  that  we  will  co-brand further content and
shopping resources with www.itiendas.com, www.espanol.com and CD NOW in Spanish.

Effective March 2000, we commenced trading on the newly created High Risk Market
on  the Hamburg Stock Exchange, which is a market that features predominantly US
companies  listed  on  the  OTC  Bulletin  Board  or  the  NASDAQ  exchange.


                                                                          Page 6
<PAGE>
In  June,  2000,  we signed a non-exclusive license with The Eezinet Corporation
expanding  a  portal  site  previously  granted for New York City, New York to a
nationwide  portal  throughout  the  United  States.  Eezinet was also granted a
license  to resell our portals, with any revenues received to be divided equally
between  Eezinet  and  Information  Highway.com.

In  August,  2000  we  announced  that  we had entered into a contract with Bell
Nexxia  to  offer high speed access service to our internet dial-up users in the
Toronto area through YesIC Communications.  YesIC has subsequently been disposed
of.

In  February, 2001, we announced that we were actively developing a new wireless
technology  which  would  allow users to achieve Internet access speeds 20 times
faster than ordinary dial up service by using our wireless access service (iWAS)
combined with the 2.4 GHz ISM portable antenna from IAS Communications, Inc. Our
Wireless  Internet  Service  will  leverage  our high performance, IP network to
enable  mobile  and  dedicated  access  to  the  Internet.

Also  in February, 2001, we announced the completion of our Voice over IP (VoIP)
Production  Platform  developed  in partnership with Inglenet Business Solutions
(www.inglenet.com).  This  milestone  complemented  our  pledge to bring new and
innovative  IT  services  and  Software  solutions  to  market  for  the digital
generation.  iPhone  and  PhoneEarth.com,  our  Digital  Voice  over IP Services
represents  two  of the major VoIP services that will be marketed to residential
and  business  consumers  respectively.

With  our  iPhone  gateway (http://www.IHIWAYPHONE.com), basic and enhanced VoIP
services  may  be  offered  to  our  members  through  a free subscription-based
service.  The  PhoneEarth  business  solution  (http://www.PHONEEARTH.com),  a
Web-based  Internet  telephone  portal service allows businesses to tap into the
important  convergence  of  telephony and Internet.  PhoneEarth will provide our
business customers with a low-cost gateway to teleconferencing; call management,
telephone  directories,  voicemail  services  and  other Voice Over IP products.

Also  in  February  we  announced  that  we  had  signed a letter of intent with
AirStream  Communications,  a  wireless  Broadband  company  located  in British
Columbia,  Canada.  We agreed to supply the web hosting and content development,
e-commerce  solutions,  VoIP,  web  searches,  multicasting, shopping and travel
services  from  our  portal  site  (www.theexecutive.com)
                                    --------------------

AirStream  Communications  agreed to provide the wireless Broadband connectivity
to  our  users.  The  AirStream  wireless technology has speeds 100 times faster
than  ordinary  dial-up  service.  A  formal  agreement  is  being  completed.

On  April 30, 2001, we announced the completion of an agreement to common shares
of YesIC Communications, Inc., our wholly-owned subsidiary, was completed with a
private  Toronto  based  company.  YesIC  Communications,  Inc.  is  an Internet
Service  Provider  (ISP) in the Toronto, Ontario area.  Information Highway.com,
Inc.  can  receive  a  maximum  of  $1,000,000  CAD subject to certain terms and
conditions of the agreement.  However, the new owners of YesIC placed YesIC into
receivership and it is unlikely that we will see any of the $1,000,000 which may
have  been  obtained  pursuant  to  the  share  purchase  agreement.

On  July  26,  2001,  we  announced  that we signed a term sheet to acquire 100%
interest  in  a  privately-held  company for $35,000,000 of our preferred stock,
convertible  into  our  common  stock  on  December  31,  2003.  Closing  of the
transaction  is  subject  to  completion  of  satisfactory due diligence by both
parties,  negotiation  of  definitive  agreements  between the companies and our
raising  not  less  than  $2,000,000  for  the  needs  of  the  private company.


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<PAGE>
The  private  company  is  a  service  provider that provides broadband Internet
service,  telephone,  television, property management and other state of the art
technologies  to  multi-dwelling unit (MDU) residents, owners and managers.  The
private  company  retained  IBM  (NYSE: IBM) to construct a $1.5 million carrier
class  Network  Operations  Center  (NOC); contracted with Convergys, one of the
largest billing and customer care call center companies in the world, to provide
resident  billing,  customer  care  and  related  functions;  and  Broadwing  to
initially  fund  the  installation  of 5,000 units and provide wide area network
connectivity.  The  private  company  has  rights  to  contracts totaling 57,000
residential  apartment  units  and  has a prospect list of over 1,000,000 units.

We  will  release  further details regarding the private company upon successful
completion  of  the  necessary  financing  and  negotiation  of  the  definitive
agreement

On July 30, 2001 we announced a strategic alliance with MHL Communications Inc.,
(http://www.phonebridge.com),  the  Internet  appliance  telephony  company. The
partnership  will  allow customers via the revolutionary "PhoneBridge" telephony
appliance  to  leverage  their  existing cordless telephones in completing calls
utilizing  iHiway's VoIP network in Vancouver, B.C. available through their VoIP
portals,  (http://www.ihiwayphone.com)  and  (http://www.phoneearth.com).

Our  Portal  Site

We  believe  that Internet users will begin to select their ISP based in part on
the  value-added  services  that  their  ISP  provides.  Through our portal site
compilation of Internet-based services and information, we provide localized and
portal  content  designed  to cater to business professionals. Through research,
design,  programming,  co-branding,  and  licensing,  we  have compiled Internet
services and content in our portal site that we believe are useful to companies,
associations  and professionals. Portal site web pages are designed specifically
for targeted user groups, and we believe they provide friendly, easy to navigate
interfaces.  Our  basic  portal  site  may  be  accessed through the Internet at
www.theexecutive.com  .  Other  portal  sites  are  customized  to  the needs of
--------------------
specific  Internet  subscriber  groups (whether by geographic location or entity
affiliation)  and  have  different  Internet  addresses.

The portal site has assembled a functional portal site to enable users to access
the  information  they  require  immediately. Portal site users will be able to:

     .Monitor  and  research  the  stock  market;
     .Plan  and  book  their  next  business  trip;
     .Check  the  local  news  and  weather;
     .Find  a  suitable  restaurant  in  their  area;
     .Participate  in  online  forums;
     .Use  of  our  virtual  shopping  mall;
     .Carry  out  electronic  transactions  via  e-commerce;  and
     .Use  our  Web-based  Internet  based  Voice Over Internet Protocol service

We  have  committed significant resources to the development of the portal site.
Our portal site can be customized to function as a dedicated service for dial-up
communities,  interest  groups,  associations,  and  companies, who in turn sell
dial-up access to the service to their users, members, associates, or employees.
In  other words, the portal site makes available Internet comprehensive services
such  as stock quote systems, travel reservation systems, shopping networks, and
chat technologies, and then adds information and directories unique to any given
group or organization. In some cases, its networks may even form the backbone of
a  corporate  Intranet.  Because  of  the  modular  nature  of the portal site's
information and service components, we can offer businesses and associations the


                                                                          Page 8
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components  that  they  want  as  the  basis  of  their  customized intranets or
executive sites. An initial development and licensing fee, together with monthly
maintenance  fees,  will  be  charged for the development of a customized portal
site. The modular nature of the portal site's information and service components
will also facilitate establishing local customized portal sites in those markets
where  we,  or  one  of  our  licensees,  seek  to  establish or maintain an ISP
presence.

We also license portal sites to third parties that want to display their own web
pages.  Since  March  1999, we have licensed our portal site to five partners in
the  United  States.  Pursuant  to  the  licenses,  we developed private-labeled
versions  of  the  portal  site for the licensees for their customers throughout
Canada and the United States. The licensees paid an initial set up fee and pay a
monthly  maintenance  fee. Each licensee also shares with us the advertising and
e-commerce  revenues generated from the portals. In April 1999, we also licensed
a  Spanish  version  of  our  portal  site  to  an  ISP  in Mexico City, Mexico.

Currently  the  major  components  of  the  portal  site  include:

     .  Ichat  Rooms's  chat  room  system
     .  Information  Highway.com's  Virtual  Shopping  Mall
     .  Information  Highway.com's  Travel  and  Destination  Guides
     .  Yahoo  Online  Television  Broadcast
     .  Web-based  E-mail
     .  Online  Education
     .  VoIP  Web-based  Internet  Long  Distance  Phone  Calls

Wireless  Internet

We  anticipate  that we will be focusing on high-speed wireless Internet service
with our partnership with AirStream Communications, Inc.  whereby we will supply
the  Internet  service  such as email, web hosting, e-commerce and Voice Over IP
and  AirStream  will  supply  the wireless point of presence (POPs) to locations
where  high-speed  service  such  as  DSL  and  cable  is  not  available.

Competitive  Conditions

The  market for Internet products, services and advertising, is rapidly evolving
and  intensely  competitive. We currently or potentially compete with many other
ISPs,  providers of Web directories, search and information services, as well as
traditional  media,  for  consumer  attention  and  advertising expenditures. We
expect  competition  to  intensify  in  the future. Barriers to entry may not be
significant, and current and new competitors may be able to provide ISP services
and  to  launch  new websites at a relatively low cost.  Accordingly, we believe
that  our  success  will  depend  heavily  upon  achieving  significant  market
acceptance  before our competitors and potential competitors introduce competing
services.  We  compete  with  other  ISPs  for  ISP  customers.  Although  some
affirmative effort is required to change ISPs, there are no significant barriers
to  ISP  customers  changing  their  ISP in response to service quality or price
considerations.

We  compete  with  online  services  and  other websites, as well as traditional
offline  media  such as television, radio and print, for a share of advertisers'
total  advertising  budgets. The number of companies offering e-commerce outlets
and  selling web-based advertising, and the available inventory of related space
on  web  pages,  has  recently increased substantially. Accordingly, we may face
pricing  pressure  on  our  e-commerce  commissions  and  for  the  sale  of
advertisements.

Many  of  our  competitors, as well as potential entrants into our markets, have
longer  operating  histories,  larger  customer  or  user  bases,  greater brand
recognition  and  significantly greater financial, marketing and other resources


                                                                          Page 9
<PAGE>
than  we  do.  Many  of  these  current  and  potential  competitors  can devote
substantially greater resources to promotion and website and systems development
than  we  can. In addition, as the use of the Internet and other online services
increases,  larger,  well-established and well-financed entities may continue to
acquire,  invest  in  or  form  joint  ventures  with  ISPs,  providers  of  web
directories,  search  and  information  services  or  advertising solutions, and
existing  ISPs, providers of web directories, search and information services or
advertising  solutions  may  continue  to consolidate. In addition, providers of
Internet  browsers  and  other Internet products and services who are affiliated
with  ISPs  or  providers  of  web  directories  and  information  services  in
competition  with  our  portal  site may more tightly integrate these affiliated
offerings into their browsers or other products or services. Any of these trends
would  increase  the  competition  we  face.

Governmental  Regulation

The  laws  and  regulations  applicable  to the Internet and to our services are
evolving and unclear and could damage our business. There are currently few laws
or  regulations  directly applicable to access to, or commerce on, the Internet.
Due  to  the  increasing popularity and use of the Internet, it is possible that
laws  and  regulations  may  be  adopted,  covering issues such as user privacy,
defamation,  pricing,  taxation,  content  regulation,  quality  of products and
services, and intellectual property ownership and infringement. Such legislation
could  expose us to substantial liability as well as dampen the growth in use of
the  Internet,  decrease  the acceptance of the Internet as a communications and
commercial medium, or require us to incur significant expenses in complying with
any  new  regulations.  The  European  Union  has  recently  adopted privacy and
copyright  directives  that  may  impose  additional  burdens  and  costs  on
international  operations.  In  addition,  several  telecommunications carriers,
including  America's  Carriers'  Telecommunications  Association, are seeking to
have  telecommunications  over  the  Internet  regulated  by  the  Federal
Communications  Commission,  or  FCC,  in  the  same  manner  as  other
telecommunications  services.  Because  the  growing  popularity  and use of the
Internet  has  burdened  the existing telecommunications infrastructure and many
areas  with  high Internet usage have begun to experience interruptions in phone
services,  local  telephone  carriers, such as Pacific Bell, have petitioned the
FCC  to regulate the Internet and to impose access fees. Increased regulation or
the  imposition  of  access  fees  could  substantially  increase  the  costs of
communicating  on  the  Internet,  potentially  decreasing  the  demand  for our
services.  A  number of proposals have been made at the federal, state and local
level  that  would  impose  additional  taxes  on the sale of goods and services
through the Internet. Such proposals, if adopted, could substantially impair the
growth  of  electronic  commerce  and  could adversely affect us. Also, Congress
recently  passed  (and the President has signed into law) the Digital Millennium
Copyright  Act,  which  is  intended  to  reduce the liability of online service
providers for listing or linking to third-party Web sites that include materials
that  infringe  copyrights. Congress also recently passed (and the President has
signed  into law) the Children's Online Protection Act and the Children's Online
Privacy  Act,  which  will restrict the distribution of certain materials deemed
harmful  to children and impose additional restrictions on the ability of online
services  to  collect  user  information from minors. Further, the United States
recently  enacted  the  Protection  of Children from Sexual Predators Act, which
mandates  that  electronic  communication  service  providers  report  facts  or
circumstances  from  which a violation of child pornography laws is apparent. We
cannot  currently predict the effect, if any, that this legislation will have on
our  business.  There  can be no assurance that this legislation will not impose
significant  additional  costs  on  our  business  or  subject  us to additional
liabilities.  Moreover,  the  applicability  to  the  Internet  of existing laws
governing  issues  such  as property ownership, copyright, defamation, obscenity
and personal privacy is uncertain. We may be subject to claims that our services
violate  such  laws.  Any  new legislation or regulation in the United States or
abroad or the application of existing laws and regulations to the Internet could
damage  our  business.

Due to the global nature of the Internet, it is possible that the governments of
other  states  and foreign countries might attempt to regulate our transmissions
or  prosecute  us for violations of their laws. We might unintentionally violate


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such laws. Such laws may be modified, or new laws may be enacted, in the future.
Any  such  development  could  damage  our  business.

Other  Information

Our  ability  to  successfully  offer  products  and  services and implement our
business  plan  in  a rapidly evolving market requires an effective planning and
management  process.

We do not believe that environmental laws have or will have a significant effect
on  our business. In their report on our financial statements, our auditors have
expressed doubt about our ability to continue in business as a going concern. We
will need additional funds to continue in business and to implement our business
plan  as  proposed, which we may not be able to obtain. Equity or debt financing
may  not  be  available  to  us  on  terms  acceptable to us, or at all. We have
undertaken  steps  to  address  Year  2000  Issues.

ITEM  2.  DESCRIPTION  OF  PROPERTY

Our  headquarters  and  executive  offices are located at #185-10751 Shellbridge
Way,  Richmond,  British  Columbia  V6X  2W8  and  our telephone number is (604)
278-7494.  We lease, on a month-to-month basis, approximately 200 square feet of
space  at the aforementioned office from SMR Investments Ltd., a private British
Columbia  company owned by Susanne Robertson, the wife of John G. Robertson. The
monthly  rent fee is approximately $350.00 ($CN500.00). We also lease facilities
in Vancouver. The Vancouver site supports both ISP services and the portal site.
The  lease  term  is  28 months with monthly payments of approximately $5,000.00
($CN  7,500.00).

ITEM  3.  LEGAL  PROCEEDINGS

A  Writ  of  Summons  and  Statement  of  Claim  was  filed  against Information
Highway.com  in  the  Supreme  Court  of British Columbia on April 20, 1999 by a
former  employee  and  spouse  of  the  employee.  The  employee was retained by
Information  Highway.com  as  a  consultant  on  or  about December 1996 and was
subsequently  terminated  for cause by Information Highway.com in December 1997.
The  plaintiffs are seeking monetary damages related to the alleged remuneration
due  pursuant to an agreement and a stock option between Information Highway.com
and  the  employee.  The  total  damages  claimed  amount to $597,000, including
alleged  unpaid remuneration and a stock option benefit. The plaintiffs are also
claiming  5%  of  business  revenue  from the operating subsidiary in Vancouver,
Canada.  This  subsidiary,  Blue  Crow Internet Company, Ltd., operated at a net
loss  from  operations  during  the  period from acquisition in December 1996 to
date.  Information  Highway.com  believes  that  the plaintiff's allegations are
without  legal  or  factual basis and therefore it has not accrued any potential
losses  resulting from this claim except for legal fees paid in establishing the
defense.  Information  Highway.com  intends  to  vigorously  defend this action.
Information  Highway.com  is  also  disputing  an  invoice from Clark Wilson for
CDN$42,000.  To the knowledge of our Executive Officers and Directors we know of
no  other  threatened  or  contemplated  legal  proceedings  or  litigation.

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Market  Price  of  and  Dividends on Capital Stock and Other Shareholder Matters

There is a limited public market for the Common Stock of Information Highway.com
which  has  traded  on  the  OTC  Bulletin  Board  under the symbol "IHWY" since
February  24,  1999.


                                                                         Page 11
<PAGE>
The  following  table sets forth the high and low prices for our Common Stock as
reported  on  the  Bulletin  Board  for the quarters presented. These quotations
reflect  inter-dealer  prices, without retail mark-up, mark-down or commissions,
and  may  not  reflect  actual  transactions.

                                          Bid Price
                                      High $      Low $

Quarter Ended August 31, 1999         13.00      3.1875
Quarter Ended November 30, 1999        8.75        2.50
Quarter Ended February 29, 2000        6.25        3.94
Quarter Ended May 31, 2000             7.00       1.875
Quarter Ended August 31, 2000        2.9375     1.03125
Quarter Ended November 30, 2000      1.6875     0.28125
Quarter Ended February 28, 2001      0.4375     0.15625
Quarter Ended May 31, 2001             0.25        0.10
Quarter Ended August 31, 2001          0.13        0.05

(Information  provided  by  The Over The Counter Bulletin Board.  The quotations
reflect inter-dealer prices, without retail mark-up, markdown, or commission and
may  not  represent  actual  transactions.)

As  of August 31, 2001, there were 9,349,352 shares of Common Stock outstanding,
held by 170 shareholders of record and by various broker/dealers on behalf of an
indeterminate  number  of  street  name  shareholders.  As  of  August 31, 2001,
1,564,400  shares  of  common  stock  were  subject  to  issuance  pursuant  to
outstanding  options  at $0.25 per share and 229,750 shares of common stock were
subject  to  issuance  pursuant  to  outstanding warrants at prices ranging from
$4.00  to  $5.00  per  share.

To date, we have not paid any dividends on our Common Stock and do 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, our
financial  condition,  and  other  factors  as  deemed  relevant by our Board of
Directors.

Recent  Sales  of  Unregistered  Securities

Set  forth  below  is  information  regarding  the  issuance  and  sales  of our
securities  without  registration  during  the  past  three years. No such sales
involved  the  use  of  an  underwriter.

(1)  On December 1, 1999, we entered into an agreement with Garry Savage issuing
100,000  warrants  to  acquire  100,000  shares  exercisable  at $4.00 per share
expiring  December  1,  2002.  Copies  of the agreement and warrants attached as
exhibits  to  our  February  24,  2000  10-QSB filing. The offer and sale of the
warrants  were  exempt  from registration under Rule 506 and Section 4(2) of the
Securities  Act  of  1933.

(2)  On  March  3,  2000  we  entered  into a Securities Purchase Agreement with
Senasqua  Investors  LLC pursuant to which we issued debentures in the principal
amount  of  $1,500,000  maturing  March 3, 2002, and warrants to acquire 225,000
shares  exercisable  at $6.22875 per share expiring March 3, 2002. The aggregate
purchase  price  for  the  debentures and warrants was $1,500,000. The offer and
sale of the warrants and debentures were exempt from registration under Rule 506
and  Section  4(2)  of  the  Securities  Act  of  1933.

(3)  On  May  31,  2000, we issued 8,750 shares pursuant to options exercised at
prices  between $0.50 and $0.75 per share for total proceeds of $5,000. 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 our


                                                                         Page 12
<PAGE>
written  stock option plan, a copy of which we have provided to participants. In
the  event  Rule  701  is  not available, we believe that 8,750 shares were also
exempt  from registration under Rule 506 under and Section 4(2) f the Securities
Act  of  1933. If the foregoing exemptions are not available, we further believe
that 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.

(4)  In  May,  2000,  we issued 50,000 shares to Capital Research Group Inc. for
financial consulting services. The offer and sale of the shares were exempt from
registration  under  Rule  506  and  Section 4(2) of the Securities Act of 1933,
Regulation  S  under  the Securities Act of 1933, and beyond the jurisdiction of
Section  5  of  the  Securities  Act  of  1933.

(5)  In May, 2000, we issued 75,000 shares to Park Avenue Consulting Group  Inc.
for  financial consulting services. The offer and sale of the shares were exempt
from registration under Rule 506 and Section 4(2) of the Securities Act of 1933,
Regulation  S  under  the Securities Act of 1933, and beyond the jurisdiction of
Section  5  of  the  Securities  Act  of  1933.

(6) Between May, 2000 and June, 2000 we issued 10,000 shares to Capital Research
Group  as  a  monthly  fee  pursuant  to  the  financial  consulting  agreement.

(7) In September, 2000 we issued 12,500 shares pursuant to the exercise of stock
options  exercised  at $0.50 per share for total proceeds of $6,250. 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 our
written  stock option plan, a copy of which we have provided to participants. In
the  event  Rule  701  is  not available, we believe that 8,750 shares were also
exempt  from registration under Rule 506 under and Section 4(2) f the Securities
Act  of  1933. If the foregoing exemptions are not available, we further believe
that 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.

(8)  In  September,  2000  we  issued  25,000 shares to Internet Promos, LLC for
financial  consulting  services.  The  offer  and sale of the shares were exempt
from registration under Rule 506 and Section 4(2) of the Securities Act of 1933,
Regulation  S  under  the Securities Act of 1933, and beyond the jurisdiction of
Section  5  of  the  Securities  Act  of  1933.

(9)  Between  November  2000  and  February  2001,  we  issued 664,666 shares to
Senasqua  Investors  LLC  pursuant  to  the  partial  conversion  of $145,000 of
convertible  debentures  issued  March 3, 2000.   The remaining principal amount
matures  March  3,  2002.  The  original  offer  and  sale  of  the warrants and
debentures  were exempt from registration under Rule 506 and Section 4(2) of the
Securities  Act of 1933.  Subsequent to our year-end, in August, 2001, we issued
a  further  233,852  shares  pursuant  to the conversion of a further $15,000 of
debentures.

(7)  On March 15, 2001, we issued 300,000 common shares to the former principals
of  Airstream  Communications,  Ltd.  pursuant  to  a  Letter  of Intent whereby
Airstream  agrees  to provide wireless Broadband connectivity services to us and
our  users.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

This  prospectus  contains  forward-looking  statements. The words "anticipate",
"believe",  "expect",  "plan",  "intend", "estimate", "project", "could", "may",
"foresee",  and  similar  expressions  are  intended to identify forward-looking
statements.  The following discussion and analysis should be read in conjunction
with  the  our  Financial  Statements  and the Notes thereto and other financial


                                                                         Page 13
<PAGE>
information  included  elsewhere  in  this report which contains, in addition to
historical  information,  forward-looking  statements  that  involve  risks  and
uncertainties.  Our  actual  results  could  differ  materially from the results
discussed  in  the  forward-looking  statements.  Factors  that  could  cause or
contribute  to  such differences include those discussed below, as well as those
discussed  elsewhere  in  this  prospectus.

Overview

We  serve  as  an  Internet  Service  Provider  (referred  to as an "ISP" in the
industry)  for  companies  and  individuals  that need access to the Internet in
exchange  for  a  recurring  fee.

Our  portal site is a compilation of Internet-based services and information, we
provide localized and portal content catering to business professionals. Through
research,  design,  programming,  co-branding,  and  licensing, we have compiled
Internet  services  and content in our portal site that we believe are useful to
companies,  associations  and  professionals. Portal site web pages are designed
specifically  for  targeted  user  groups, and we believe they provide friendly,
easy  to  navigate interfaces. Our basic portal site may be accessed through the
Internet at www.theexecutive.com. Other portal sites are customized to the needs
of specific Internet subscriber groups (whether by geographic location or entity
affiliation)  and  have  different  Internet  addresses.

Our  portal  site  users  are  able  to:

     .  monitor  and  research  the  stock  market;
     .  plan  and  book  their  next  business  trip;
     .  check  the  local  news  and  weather;
     .  participate  in  online  forums;
     .  carry  out  electronic  transactions  via  e-commerce;  and
     .  find  a  suitable  restaurant  in  their  area.

We  Conduct  Our  Operations  Through  One  Wholly-owned  US  Subsidiary and Two
Wholly-owned  Canadian  Subsidiaries

We conduct our operations through our wholly-owned Canadian subsidiary Blue Crow
Internet Company, Ltd., acquired in December 1996. We also have two wholly-owned
subsidiaries  which  are:  Information Highway, Inc. which owns two wholly-owned
subsidiaries:  World Tel Internet (Toronto) Ltd., acquired in February 1997; and
Blue  Crow  Internet  Company,  Ltd.

Information  Highway,  Inc.,  a  Washington corporation, actually acquired these
subsidiaries.  Then,  in  February  1999, Information Highway, Inc. engaged in a
reverse  takeover  of  Florida  Venture  Fund, Inc., a Florida corporation. As a
result  of  the  reverse takeover, the shareholders of Information Highway, Inc.
came to own approximately 95% of the outstanding shares of Florida Venture Fund,
Inc. In connection with the reverse takeover, Florida Venture Fund, Inc. changed
its name to Information Highway.com, Inc. and is now the ultimate parent company
whose  shares  are  traded  on  the  OTC  bulletin  board  (symbol:  IHWY).

Effect  of  Reorganization  During  Fiscal  1999

The  reverse  take-over  was  conducted  pursuant  to  an  Agreement and Plan of
Reorganization  entered  into on February 17, 1999 and completed on February 23,
1999  between  Florida Venture Fund, Inc., Information Highway, Inc. and certain
shareholders  of  Information  Highway, Inc. Florida Venture Fund, Inc. acquired
3,235,000 common shares of Information Highway, Inc. out of a total of 5,639,650
issued  and outstanding common shares in exchange for 3,235,000 common shares of


                                                                         Page 14
<PAGE>
Florida Venture Fund, Inc. It is Information Highway.com's intention to complete
the  exchange  of  shares  of its common stock for the remaining and outstanding
common shares of Information Highway, Inc. on a one for one basis. As of May 11,
2000  (date  of exchange offering closing), 2,359,650 of the remaining 2,404,650
Information  Highway,  Inc.  shares  had  been  exchanged for the same number of
Information  Highway.com  shares.  Information  Highway.com  has allotted 45,000
shares  in  anticipation  of  the  remaining shares of Information Highway, Inc.
being  exchanged  in  the  future.  As  part  of  the  Agreement  and  Plan  of
Reorganization, Information Highway.com caused 1,659,833 of its 1,979,500 common
shares  that  were issued and outstanding, prior to the closing, to be cancelled
and  assumed the obligations of Information Highway, Inc. to issue common shares
pursuant  to  warrants  and  stock  options  issued by Information Highway, Inc.
$100,000 was paid by Information Highway, Inc. to the controlling shareholder of
Information  Highway.com  to  effect  the  Agreement  and Plan of Reorganization
including  the  cancellation  of  1,659,833  shares.

For  accounting  purposes  the  acquirer  was  the legal subsidiary, Information
Highway,  Inc., as approximately 95% of the issued and outstanding common shares
of  Florida Venture Fund, Inc. at the time of the reverse takeover were owned by
the  shareholders  of  Information  Highway,  Inc. and the Board of Directors of
Information  Highway,  Inc.  now  comprises  Information  Highway.com's Board of
Directors.  As  Information Highway, Inc. is the legal subsidiary of Information
Highway.com,  Inc., the nature of the business combination is a reverse takeover
whereby the control of the assets and the business of Florida Venture Fund, Inc.
(as  it  was  then  named)  was  acquired  by  Information Highway, Inc. and the
consolidated  financial  statements  are  issued  under  the name of Information
Highway.com,  Inc.,  but  is a continuation of Information Highway, Inc. and not
Florida  Venture  Fund, Inc. The legal capital structure remains that of Florida
Venture  Fund,  Inc. but the stated shareholders' equity of Information Highway,
Inc.  has replaced the stated shareholders' equity of Florida Venture Fund, Inc.
Similarly,  Florida Venture Fund, Inc.'s statements of operations and cash flows
represent  a  continuation of Information Highway, Inc.'s consolidated financial
statements.

Factors  Affecting  Ongoing  Operations

Prior  to  acquiring  Information  Highway,  Inc.  in February, 1999, we had not
conducted any business since inception in 1988. The following discussion relates
to  Information  Highway,  Inc.'s  continuing  operations  and  not  that of the
Information  Highway.com  prior  to  the  reverse  takeover.

Although  planned  principal  activities have started producing revenues, in our
effort  to  rapidly  expand  infrastructure and network services and develop the
portal  site,  we  have suffered net losses each quarter to May 31, 2001. At May
31,  2001,  our  accumulated  deficit  was  $7,905,151  and  our working capital
deficit  was  $2,392,942.  We  expect to incur substantial operating losses, net
losses  and  negative  operating  cash  flow  for  the  near  term.

Revenues

Revenue  consists  of  mainly  the  provision  of  Internet dial-up services. We
receive  limited  revenue  from  banner advertisements, web-site development and
hosting.

We  completed  a  license agreement with ISP Power Corporation in early December
1999.  ISP  Power  Corporation's  PRISM Software provides integrated billing and
customer  care  software  solutions. We have ceased using this software.  In its
place,  we  use Hawk-I, provided by LogiSense.  Hawk-I provides  ISP billing and
customer  care  software  solutions.


                                                                         Page 15
<PAGE>
Revenue  is  recognized at the time services are provided. All related costs are
recognized  in  the  period  in which they occur. Customer deposits for Internet
dial-up  services to be provided in the future are treated as deferred revenues.
The  following  factors  affect  our  revenue:

     -    Service Offering--We derive most of our operating revenue from the ISP
          service  we  provide  to  our  customers;

     -    We  expect  that  service  quality  (i.e., data transmission speed and
          periods  of  down  time)  and  price  will  be  the major factors that
          influence  ISP  customers  to  switch  their  ISP;

Cost  of  Revenues

Cost  of revenues consists primarily of the cost of serving our Internet dial-up
service  customers  and  the  cost  of developing web-sites for customers. These
costs  include salaries for technical support and customer service, depreciation
of  Internet  dial-up  and  web-site  hosting equipment, license fees, equipment
leasing  costs,  telephone  line  costs  and  rent  to house equipment and staff
directly  involved  in  serving  customers.  Our  network and service costs have
historically included equipment installation and ongoing service and maintenance
charges.

Other  Operating  Expenses

Our  other  operating  expenses include portal site development and maintenance,
information  systems,  billing and collections, general management and overhead,
and  administrative  functions.

Results  of  Operations  for the Year Ended May 31, 2001 as Compared to the Year
Ended  May  31,  2000

The following results of operations do not include the discontinue operations of
YesIC  Communications  Inc.  as  this  subsidiary was sold during the year.  The
discontinued  loss  from YesIC from 2001 was $573,000 as compared to $494,000 in
2000.

Revenues

Revenues  decreased  by  $26,000  (15%)  to $148,000 from $174,000 in 2000. This
decrease  was  due  to  decrease  in  antenna  sales  during  the  year.

Cost  of  Revenues

Cost  of revenues increased by $196,000 (56%) to $548,000 from $352,000 in 2000.
One-time  catchup  Internet and telephone charges, totalling $220,000, were paid
or  accrued  during 2000. These are not expected to occur in future. The largest
components of cost of revenues are telephone costs and Internet and license fees
which  are  reduced  due  to  the  sale  of our subsidiary in Toronto, and which
increased  for our subsidiary in Vancouver.  We also wrote down $95,000 of modem
inventory  to  a  net  realizable  value  of  nil.

Gross  Profit

Gross  profit  decreased  by  $211,000  (123%)  to $(400,000) from ($179,000) in
2000.  Increased competition in the Internet Service Provider industry increases
pressure  of  fee  reduction  for  new  subscribers and renewing subscribers. We
intend  to  decrease  the cost of telephone and Internet switching fees with new
agreements  with  backbone  or bandwidth providers in order to increase profits.


                                                                         Page 16
<PAGE>
Marketing  and  Sales  Expenses

Marketing  and  sales expenses have decreased by $185,000 (61%) to $119,000 from
$304,000  in  2000.  Advertising  costs  in the US market totaling $190,000 were
incurred  in  2000  and  were  not  repeated  in  2001.

General  and  Administrative  Expenses

General  and  administrative  expenses  for  corporate  overhead  activities and
Internet  business-related  activities  combined have decreased by $1,760,000 to
$1,211,000  from  $2,971,000  in  2000.

General  and  administrative expenses relating to corporate overhead activities,
and  not  Internet  business-related activities, have decreased by $1,707,000 to
$867,000  from  $2,574,000  in  2000.  Expenses  relating  to  being  an  active
operating  public  company including investor relations and financial consulting
have  been  curtailed  in  2001.

Investor  relations and financial consulting decreased by $1,544,000 to $167,000
as  compared  to  $1,711,000  in 2000.  This decrease was due to a non-recurring
expense  in  2000.  In 2000, we also paid $147,000 in warrants for a three month
marketing and advertising program and also paid in shares $496,000 for financial
consulting  services.

Professional  fees decreased by $70,000 to $147,000 from $217,000 in 2000. These
additional  costs  in  2000  related  to  a  number  of  security  issuances and
regulatory  matters  and  legal  costs incurred in deferring a claim against the
Company.

Another  one-time  charge  in  2000 was a $100,000 bonus declared payable to our
President  for all prior services accrued.  There was no bonus declared in 2001.

General  and  administrative  expenses  relating  to  Internet  business related
activities  decreased  by  $146,000  to $40,000 from $186,000 in 2000. The major
components  of the decrease is amortization of goodwill, $135,000 as was claimed
in  2000.

Product  Development  Expenses

Product  development costs consist of expenses incurred by us in the development
and  creation of our portal site and our VoIP project. Product development costs
include  compensation  and  related  expenses  for  programmers, depreciation of
computer hardware and software, rent, telephone and costs incurred in developing
features  and  functionality  of  the  service.  Product  development  costs are
expensed  as  incurred.

Product  development  expenses  increased  by  $67,000  (36%)  to  $254,000 from
$187,000  in  2000.  The  major component of the increase in product development
expenses  was  $75,000  was  paid  for  a  wireless  Broadband  connection.

Depreciation  and  Amortization  Expenses

Depreciation  and  amortization  expense has been allocated to cost of revenues,
marketing  and  sales, general and administrative, and product development based
on  the  use of each capital asset. Approximately 60% of capital assets was used
in  cost  of  revenues,  15%  in  marketing  and  sales,  10%  in  general  and
administrative  and 15% in product development. Depreciation and amortization of
capital  assets  increased  by  $28,000  as  compared  to  $96,000  in  2000.


                                                                         Page 17
<PAGE>
Purchased  goodwill was amortized at $15,000 per month over its estimated useful
life  of  three  years.  The  estimated useful life of three years was chosen to
reflect  the  short-term  life  of  the  related  business  because of increased
competition, the lack of a universal presence and technological advancements and
obsolescence in the industry. Amortization expense has been allocated to general
and  administrative  expense  for  the  Internet  business.  Goodwill  was fully
amortized  by  the  end  of  the  2000  fiscal  year.

We  anticipate  entering  into  operating  and  capital  leases  for any network
equipment  and  software  in  the  future  to  minimize  capital  expenditures.

Net  Loss  for the Year Ended May 31, 2001 as Compared to the Year Ended May 31,
2000

Our business is carried on in one industry segment being the provision of access
to  the  Internet  and  providing  services,  including  web-hosting and VoIP to
individual  and  corporate  subscribers.

In 2000 we operated in Vancouver, British Columbia and Toronto, Ontario and also
incurred  some expenses in testing the US market.  No revenues were generated in
the  US  market  in  either  year.

Our head office is in Richmond, BC, Canada. The head office does not conduct any
business  specifically  related  to the Internet. Our sole purpose is to provide
administration,  investor  relations  services  and services relating to being a
public  company.

Our  net  losses  have  come  mainly  from  investor  relations  activities  and
professional  fees  in  the  United  States  and  overhead costs associated with
organization,  restructuring  and financing operations in Toronto and Vancouver,
Canada.  In  2000  our losses also stemmed from operating subsidiaries in Canada
that had not achieved profitability.  These losses have been reduced in 2001 due
to  the  sale  of  our  subsidiary  in  Toronto.

Results  of  Operations  for the Year Ended May 31, 2000 as Compared to the Year
Ended  May  31,  1999

The  results  of  operations  for  the  years  2000  and  1999  include  YesIC
Communications  Inc.,  a  subsidiary,  which  was  sold  in  2001.

Revenues

Revenues increased by $193,000 (19%) to $1,202,000 from $1,009,000 in 1999. This
increase  was  due  to an increased subscriber base in Vancouver and Toronto and
selling  products  over the Internet which totaled $22,000. Based on assumptions
about  demand  for  our ISP services and our portal site, we anticipate that the
dollar  amount  of  future  revenues  will increase over current levels. We have
switched on 50 ports (minimum per agreement with Level 3 Communications) in each
of  7  cities  which enable us to service up to 500 customers in each city.  The
cost  of  these  portals  for the year ended May 31, 2000 was $210,334 which was
charged  against  general  and  administrative  expenses as there was no revenue
generated  during  the  period  from  these  ports.

We are beginning to receive small amounts of revenue from banner advertisements,
developing  web-sites  for  customers,  reselling  portal  site  information and
service  modules  pursuant  to license agreements and reselling product over the
Internet.  We  have  also sold product over the Internet pursuant to a Resellers
Agreement.  Sales  from  this  source  were  $  22,000  and  costs were $18,000.

Cost  of  Revenues


                                                                         Page 18
<PAGE>
Cost  of  revenues  increased  by $ 731,000 (94%) to $1,507,000 from $776,000 in
1999.  One-time catchup Internet and telephone charges, totalling $220,000, were
paid  or  accrued  during  2000.  These are not expected to occur in future. The
largest  components  of  cost  of  revenues are telephone costs and Internet and
license  fees.  The  increases  in these costs are reflective of the increase in
our  subscriber base. Sales increased by 21% while cost of revenues increased by
66%  not  including  the  one-time  catchup charges. We realized some economy of
scale  because  some of the fixed cost of revenue relates to equipment and rent.

We  completed  a  license  agreement with Virtual Plus Technologies, LLC to sell
dial-up,  ADSL  Internet  access service, web design and hosting and e- commerce
solutions  to  the Washington, DC area in addition to a non-exclusive license in
the  Baltimore,  Maryland  area.  We  also  licensed  our customized portal site
www.theexecutive.com site to Virtual Plus Technologies for use in Washington, DC
and  Baltimore,  Maryland.  The agreement represents the first step of our North
American  rollout,  in  which  we  will  license  our  services to other virtual
Internet  partners  on  an  exclusive  or  non-exclusive basis utilizing Level 3
Communications' advanced fiber optic network. We plan to aggressively market our
services  to  several  other  major US cities including Seattle, Dallas, Boston,
Chicago,  Atlanta,  Cincinnati,  Detroit, Los Angeles, Miami, New York, Orlando,
Philadelphia,  San  Diego,  San  Jose,  Tampa  and  New  Jersey.

Gross  Profit

After deducting the effect of the one-time catchup charges discussed above gross
profit  decreased  by  $317,000  (136%)  to  ($304,000)  from  $233,000 in 1999.
Increased  competition  in  the  Internet  Service  Provider  industry increases
pressure  of  fee  reduction  for  new  subscribers and renewing subscribers. We
intend  to  decrease  the cost of telephone and Internet switching fees with new
agreements  with  backbone  or  bandwidth  providers.

Marketing  and  Sales  Expenses

Marketing  and sales expenses have increased by $254,000 (113%) to $478,000 from
$224,000  in  1999.  The  major  component  of  this  increase was a result of a
marketing  plan  to  increase  advertisements  in industry specific publications
throughout  Canada.  We  had  very  little  marketing  and sales effort in 1999.

General  and  Administrative  Expenses

General  and  administrative  expenses  for  corporate  overhead  activities and
Internet  business-related  activities  combined have increased by $2,340,000 to
$3,141,000  from  $802,000  in  1999.

General  and  administrative expenses relating to corporate overhead activities,
and  not  Internet  business-related activities, have increased by $2,104,000 to
$2,582,000  from  $478,000  in  1999. As a result of the reverse takeover during
February,  1999,  we  are  now  incurring  expenses  relating to being an active
operating  public  company  and  are  incurring  additional expenses relating to
investor  relations  and  financial  consulting.

Investor  relations  and  financial  consulting  increased  by  $1,488,000  to
$1,594,000  as  compared to $106,000 in 1999. Part of this increase was $679,000
paid  in  shares  to  IP Equity, Inc. for Internet-based marketing and financial
consulting services. Pursuant to this Agreement we were also committed to file a
Registration  Statement  registering  these  securities by November 6, 1999.  We
agreed to pay interest of $23,000 per month until such time as the commitment is
met.  During the year $147,000 was paid and charged to operations. A company was
paid  $60,000  and  was  issued  warrants valued at $147,800 for a marketing and


                                                                         Page 19
<PAGE>
advertising  program  including banner ads, newsgroup coverage and press release
distribution.  A company was issued 20,000 shares valued at $73,000 for European
investor  relations.

Information  Highway.com  issued  130,000  common  shares valued at $495,985 for
financial  consulting  services.

Professional  fees increased by $48,000 to $218,000 from $170,000 in 1999. These
additional  costs  relate  to  a  number  of  security  issuances and regulatory
matters.

Another  one-time  charge was a $100,000 bonus declared payable to our President
for  all  prior  services  rendered.

General  and  administrative  expenses  relating  to  Internet  business related
activities  increased  by  $26,000  to $349,000 from $323,000 in 1999. The major
components  of  these  expenses  were:  amortization  of  goodwill  of $135,000,
salaries  and consulting fees of $123,000 (up by $26,000) and telephone costs of
$44,000.

Product  Development  Expenses

Product  development costs consist of expenses incurred by us in the development
and  creation of our portal site. Product development costs include compensation
and  related  expenses  for  programmers,  depreciation of computer hardware and
software,  rent,  telephone  and  costs  incurred  in  developing  features  and
functionality  of  the  service.  Product  development  costs  are  expensed  as
incurred.

Product  development  expenses  increased  by  $54,000  (35%)  to  $210,000 from
$156,000  in  1999.  The  major component of the increase in product development
expenses  was  salaries and consulting fees of $167,000 as we continue to expand
our  services  and  improve  our  products.

Depreciation  and  Amortization  Expenses

Depreciation  and  amortization  expense has been allocated to cost of revenues,
marketing  and  sales, general and administrative, and product development based
on  the  use of each capital asset. Approximately 60% of capital assets was used
in  cost  of  revenues,  15%  in  marketing  and  sales,  10%  in  general  and
administrative  and 15% in product development. Depreciation and amortization of
capital  assets increased by $39,000 to $129,000 as compared to $90,000 in 1999.

Purchased  goodwill was amortized at $15,000 per month over its estimated useful
life  of  three  years.  The  estimated useful life of three years was chosen to
reflect  the  short-term  life  of  the  related  business  because of increased
competition, the lack of a universal presence and technological advancements and
obsolescence in the industry. Amortization expense has been allocated to general
and  administrative  expense  for  the  Internet  business.  Goodwill  was fully
amortized  by  the  end  of  the  year.

We  anticipate  entering  into  operating  and  capital  leases  for any network
equipment  and  software  in  the  future  to  minimize  capital  expenditures.

Net  Loss  for the Year Ended May 31, 2000 as Compared to the Year Ended May 31,
1999

Up  until  May  31,  1999  we  operated in one geographic segment, being Canada,
located  in  Vancouver,  BC  and Toronto, Ontario. Subsequent to May 31, 1999 we
began  expansion  of  our  ISP  business  into 22 cities in the United States by
setting  up  Virtual  ISP's. We have switched on 50 ports (minimum per agreement
with  Level  3 Communications) in each of 7 cities which enable us to service up


                                                                         Page 20
<PAGE>
to  500 customers in each city. The cost of these portals for the year ended May
31,  2000  was  $210,000.  There was no revenue generated during the period from
these  portals.

Our head office is in Richmond, BC, Canada. The head office does not conduct any
business  specifically  related  to the Internet. Our sole purpose is to provide
administration,  investor  relations  services  and services relating to being a
public  company. Included in general and administrative expenses and net loss is
$2,604,000  relating  to  such  activities.  The  net  loss relating to Internet
activities  in  Canada  amounted to $1,320,000 and the net loss relating to U.S.
portals  was  $210,000.

Our  net losses have come mainly from investor relations activities and overhead
costs  associated  with  organization,  restructuring  and  financing  start-up
operations  in  Toronto  and  Vancouver,  Canada and costs of developing new and
improved  services  and  expanding  our marketing plan into other North American
markets. Other operating activities conducted in the United States thus far were
expenses  incurred  including  investor  relations  and  professional  fees.

Liquidity  and  Financial  Resources  at  May  31,  2001

We have historically satisfied our capital needs by borrowing from affiliates in
the  short-term  and  by  issuing  equity  securities.

We  have  also  used  these  sources  to provide a portion of our operating cash
requirements  to  make up for a cash shortfall from operating activities. During
the  year,  we  used  $188,000 generated by issuing equity securities of $6,000,
share  subscriptions  of  $47,000,  net proceeds from a bank loan of $56,000 and
proceeds from the sale of subsidiary companies of $79,000, to fund our operating
cash shortfall of $924,000 to repay borrowings from affiliates of $73,000, repay
capital  lease  obligations  of  $25,000  and  to  make  capital expenditures of
$20,000.  This  resulted  in  a  decrease  in  our  cash position by $860,000 to
$(2,000).  The operation, development and expansion of our business will require
additional  capital  infusions  for  the  foreseeable  future.

We  had a working capital deficit, as at May 31, 2001, of $(2,393,000), and will
require  additional  funds  to  finance our ongoing operating activities for the
foreseeable future and will need some funds for capital expenditures. We plan to
manage  our  payables  balances  and  satisfy  our  operating  and capital needs
partially  by  generating  cash  (although at a shortfall) through our operating
activities  and  partially  through  issuing  equity  securities.

We  will require additional financing in order to carry out our business plan as
proposed.  Our  capital requirements may vary based upon: the timing and success
of  our  roll  out  and as a result of regulatory, technological and competitive
developments;  demand  for  our  services  or  our  anticipated  cash  flow from
operations  is  less or more than expected; our development plans or projections
changing  or  proving  to  be  inaccurate;  our engaging in any acquisitions; or
accelerating  deployment  of  our  network  services  or  otherwise altering the
schedule  or  targets  of  our  roll  out  plan.

Management plans to raise additional equity financing from new investors through
a  private  placement. The offering will be a best efforts, no minimum, offering
consisting  of  1,081,701  units at $0.15 per unit to raise proceeds of $162,255
of  which  $46,500  raised  to  date.  The remaining balance of the proceeds are
secured  by  promissory  notes  which  are presently being converted into common
shares.  Each  unit  will  consist  of one share and one warrant to purchase one
additional  share  at  $0.20  per  share  for  a period of one year from date of
issuance.

We have not achieved profitable operations since our inception and have suffered
mounting  losses  of  $7,905,151 to May 31, 2001. In their Independent Auditor's
Report, our accountants state that there is risk that our ability to continue as


                                                                         Page 21
<PAGE>
a  going  concern  could  be  in jeopardy and our ability to continue as a going
concern  is  dependent  upon  our  successful efforts to raise additional equity
financing  over  the  next twelve months, and further develop the market for our
products  and  services.

On  June  30,  2000,  we  entered  into an agreement to purchase a travel agency
located  in  British  Columbia,  Canada  for a total of $125,000 Canadian, which
agreement  was  finalized  on  September  27, 2000.  On February 28, 2001 Pavlik
Travel  Services,  Ltd.  was  sold to SMR Investments Ltd. for CDN$125,000 which
funds  have  been  received.

The  principal capital expenditures incurred to date related to putting networks
in  place in Toronto and Vancouver. The majority of the networking equipment has
been  acquired  in  previous  periods,  and  new  equipment will be leased under
operating  leases.  We made capital expenditures of $20,000 in the current year,
principally  to  acquire  hardware related to the development and maintenance of
the  portal  site.

ITEM  7.   FINANCIAL  STATEMENTS

Our  consolidated  financial  statements  are  included  and  begin  immediately
following  the  signature  page  to  this report.  See Item 13 for a list of the
financial  statements  and  financial  statement  schedules  included.

ITEM  8.   CHANGES  IN  AND  DISAGREEEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

None.

                                    PART III

ITEM  9.   DIRECTOR'S,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

The  following  table  sets  forth  the name, age and position of each Executive
Officer  and  Director  of  the  Company:

Name                   Age   Position

John G. Robertson       60   President, Chief Executive Officer, Director
Jennifer Lorette        28   Executive  Vice President, Secretary, and Director
James  Vandeberg        58   Chief  Operating  Officer, Principal Accounting
                             Officer  and  Chief Financial  Officer  and  a
                             Director, Attorney with Ogden Murphy Wallace, PLLC,
                             Information  Highway.com's  legal  counsel

Mr. Robertson and Ms. Lorette have served as directors of our business since the
June  1997 Annual Meeting. Mr. Vandeberg was elected a director in January 1999.
Each director will serve until the next annual meeting of shareholders and their
respective  successors  are elected and qualified. All officers currently devote
part-time  to  the  operation  of  the  Company.

There  are no family relationships between any director or executive officer and
any  other  director  or  executive  officer.

Executive  Officers,  Directors  and Other Significant Employees of the Company:

John  G.  Robertson--President,  Principal Executive Officer and a member of the
Board  of  Directors


                                                                         Page 22
<PAGE>
Mr.  Robertson is a founder, President, Principal Executive Officer and a member
of  the Board of Directors. Since October 1984, Mr. Robertson has been President
and a Director of Reg Technologies, Inc., a British Columbia corporation trading
on  the  Canadian  Venture Exchange that, in cooperation with certain controlled
affiliates, is engaged in developing a rotary engine and other devices utilizing
Rand Cam Technology. Since February 1979, Mr. Robertson has been Chairman of the
Board, CEO and President and a Director of LinuxWizardry Systems, Inc. (formerly
Flame  Petro-Minerals  Corp.), a British Columbia corporation trading on the OTC
Bulletin  Board  and  engaged in the development and marketing of a Linux based,
low  cost router through its wholly-owned subsidiary, LinuxWizardry, Inc., which
was  acquired in January 2000. Mr. Robertson is President, a director and CEO of
IAS  Communications,  Inc., an Oregon corporation traded over the counter in the
United  States that has developed a television antenna which is 14'' in diameter
and  only  2 inches high that can replace existing outside log periodic antennas
and  has  the  capability of receiving local television stations up to a 60-mile
radius.

Jennifer Lorette--Executive Vice President, Secretary/Treasurer, and a Member of
the  Board  of  Directors

Ms.  Lorette  is  a  founder  and  Secretary/Treasurer.  Since January 2001, Ms.
Lorette  became a member of the board of directors of REGI and she has been Vice
President  since  June 1994.  She has also been Vice President of Administration
and  Secretary for Reg Technologies, Inc., a British Columbia corporation listed
on  the Canadian Venture Exchange that has financed the research on the Rand Cam
Engine since 1986. REGI U.S. is controlled by Rand Energy Group, Inc., a British
Columbia corporation of which Reg Technologies Inc. is the majority shareholder.
Since  February  1995 Ms. Lorette has been Secretary/Treasurer and a director of
IAS Communications Inc., an Oregon corporation traded on the OTC bulletin board.
Since  June  1994  Ms.  Lorette  has  also  been Vice President and Secretary of
LinuxWixardry  Stystems,  Inc.  Since  November  1997  Ms. Lorette has been Vice
President  of  Teryl  Resources  Corp., a public company trading on the Canadian
Venture  Exchange  involved  in gold, diamond, and oil and gas exploration.  She
also  became  a  director  in  February  2001.


James  L.  Vandeberg--Chief  Operating  Officer, Principal Financial Officer and
Principal  Accounting  Officer,  and  a  member  of  the  Board  of  Directors

Mr.  Vandeberg  is  our  Principal  Financial  Officer  and Principal Accounting
Officer.  Mr.  Vandeberg  is  a  partner  in the Seattle, Washington law firm of
Vandeberg Johnson & Gandara.  He has served as our legal counsel since 1996. Mr.
Vandeberg's  practice focuses on the corporate finance area, with an emphasis on
securities  and  acquisitions.  Mr. Vandeberg was previously general counsel and
secretary  of  two NYSE companies.  Mr. Vandeberg is the Chief Operating Officer
of REGI U.S., Inc., an Oregon corporation which trades on the OTC bulletin board
and  has  been  a  director  since  November 1999.  He is also a director of IAS
Communications,  Inc.  an  Oregon corporation, traded on the OTC bulletin board,
since  November  1998.  Mr.  Vandeberg  is  also  a  director of Cyber Merchants
Exchange,  Inc.  since  May  2001.  He  is  a  member and former director of the
American Society of Corporate Secretaries.  He became a member of the Washington
Bar  Association  in  1969  and  of the California Bar Association in 1973.  Mr.
Vandeberg  graduated cum laude from the University of Washington with a Bachelor
of Arts degree in accounting in 1966, and from New York University School of Law
in  1969,  where  he  was  a  Root-Tilden  Scholar.

Carol  Coleman--Controller

Ms.  Coleman  is  a Chartered Accountant with over 11 years of experience in the
accounting  industry.  Her  accounting  background  is  in  a  variety  of areas


                                                                         Page 23
<PAGE>
including manufacturing and high-tech. Ms. Coleman's duties as Controller of the
Company  include  management  of  the accounting, management reporting, banking,
insurance  and  payroll.

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

Based solely upon a review of Forms 3, 4 and 5 furnished to us, other than James
Vandeberg, who furnished no Forms to us during the year, no officer, director or
beneficial  owner of more than ten percent of our Common Stock failed to file on
a timely basis reports required to be filed by Section 16(a) of the Exchange Act
during  the  most  recent  fiscal  year.


ITEM  10.  EXECUTIVE  COMPENSATION

The following table sets forth compensation awarded to, earned by or paid to Mr.
Robertson  for  the  designated fiscal years. No executive officer had an annual
salary  and  bonus in excess of $100,000 during the past three fiscal years. The
information  contained  in  the  table  relates  to  our  predecessor  (now  our
subsidiary)  prior  to  the  February  1999  reorganization.


<TABLE>
<CAPTION>
                                    SUMMARY COMPENSATION TABLE

                               Annual Compensation                     Long-Term Compensation
                         -------------------------------  --------------------------------------------------
                                                                     Awards                 Payouts
Name and Principal                                        -------------------------  -----------------------
Position            Year                                                Securities
                                                                        Under-
                                           Other Annual   Restricted    lying        LTIP (2)  All Other
                          Salary   Bonus   Compensation   Stock         Options/     Payout    Compensation
                            ($)     ($)         ($)       Award(s) (#)  SARs (#)(1)    ($)          ($)
                    ----  -------  ------  -------------  ------------  -----------  --------  -------------
<S>                 <C>   <C>      <C>     <C>            <C>           <C>          <C>       <C>

John G. Robertson,  2001  Nil      Nil        48,000 (3)  Nil               300,000  Nil       Nil
President and CEO   2000  Nil      Nil       148,000 (4)  Nil               300,000  Nil       Nil
                    1999  Nil      Nil       575,000 (5)  Nil               300,000  Nil       Nil
<FN>

     (1)  "SARS"  or  "stock appreciation right" means a right granted by US, as
          compensation for services rendered, to receive a payment of cash or an
          issue  or transfer of securities based wholly or in part on changes in
          the  trading  price  of  our  publicly  traded  securities.

     (2)  "LTIP"  or  "long  term  incentive plan" means any plan which provides
          compensation  intended  to serve as incentive for performance to occur
          over  a  period  longer  than one financial year, but does not include
          option  or  stock  appreciation  right plans or plans for compensation
          through  restricted  shares  or  restricted  share  units.

     (3)  We  paid  Access Information Services, Inc. a management fee of $2,500
          per  month and an additional $1,500 per month for rent and secretarial
          services  each  month.  Access  Information  Services,  Inc.  is  a
          corporation  owned  by  a trust of which Mr. Robertson is one of three
          voting  trustees  and  of  which  Kelly  Robertson,  Mr.  Robertson's
          daughter,  is  the beneficiary. We have disclosed the entire amount of
          these  payments, $48,000, as other compensation paid to Mr. Robertson,
          due  to  his  shared  control  over the trust, even though he will not
          receive  this  amount  in  cash.

     (4)  We  paid  Access Information Services, Inc. a management fee of $2,500
          per  month and an additional $1,500 per month for rent and secretarial
          services  each  month.  Access  Information  Services,  Inc.  is  a
          corporation  owned  by  a trust of which Mr. Robertson is one of three
          voting  trustees  and  of  which  Kelly  Robertson,  Mr.  Robertson's
          daughter,  is  the beneficiary. We have disclosed the entire amount of
          these  payments, $48,000, as other compensation paid to Mr. Robertson,
          due  to  his  shared  control  over the trust, even though he will not
          receive  this  amount  in cash. In addition, in December 1999, a bonus
          was  declared  in the amount of $100,000. This amount has not yet been
          paid  to  Mr.  Robertson.

     (5)  On  February  23,  1999, Mr. Robertson exercised 150,000 stock options
          with an exercise price of $0.50 per share. Based on the closing market
          price  of  our  stock  of $3.75 on February 24, 1999, its first day of
          trading,  according to rules of the Securities and Exchange Commission


                                                                         Page 24
<PAGE>
          the exercise resulted in compensation to Mr. Robertson of $487,500. We
          paid  Access Information Services, Inc. a management fee of $2,500 per
          month  and  an  additional  $1,500  per month for rent and secretarial
          services  each  month.  Access  Information  Services,  Inc.  is  a
          corporation  owned  by  a trust of which Mr. Robertson is one of three
          voting  trustees  and  of  which  Kelly  Robertson,  Mr.  Robertson's
          daughter,  is  the beneficiary. We have disclosed the entire amount of
          these  payments, $48,000, as other compensation paid to Mr. Robertson,
          due  to  his  shared  control  over the trust, even though he will not
          receive  this  amount  in  cash.
</TABLE>

<TABLE>
<CAPTION>
                                    OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                             Individual Grants

                    Number of Securities
         Name            Underlying               % of Total          Exercise or base   Expiration Date
                        Options/SARs             Options/SARs               price
                         Granted (#)              Granted to               ($/Sh)
                                           Employees in Fiscal Year

         (a)                 (b)                      (c)                    (d)               (e)
------------------  ---------------------  -------------------------  -----------------  ----------------
<S>                 <C>                    <C>                        <C>                <C>
John G. Robertson                     -0-                        -0-                -0-               -0-
</TABLE>

     The  following table sets forth certain information concerning exercises of
stock  options  pursuant  to  stock  option plans by the named Executive Officer
during  the  year  ended  May  31,  2001  and  stock  options  held at year end.

AGGREGATED  OPTION  EXERCISES  IN  LAST  FISCAL  YEAR AND YEAR END OPTION VALUES

<TABLE>
<CAPTION>
                                                           Number of          Value of
                                                          Unexercised       Unexercised
                                                          Options at    Options at Year End
                                                           Years End            (1)
                   Shares Acquired                       Exercisable /     Exercisable /
Name               On Exercise (#)   Value realized ($)  Unexercisable     Unexercisable
-----------------  ----------------  ------------------  -------------  --------------------
<S>                <C>               <C>                 <C>            <C>
John G. Robertson               -0-                 -0-  300,000 / -0-            -0- / -0-
-----------------  ----------------  ------------------  -------------  --------------------
<FN>
(1)  Mr. Robertson's 300,000 options were not in-the-money based on the August 31, 2001
closing price of $0.075 per share for our common stock.
</TABLE>

We  do not have any Long Term Incentive Plans. Directors receive no compensation
for their service as such, although they do receive reimbursement for reasonable
expenses  incurred  in attending meetings of the Board of Directors. Ms. Lorette
and  Mr.  Vandeberg  each were granted options to purchase 100,000 shares of our
common  stock, due in part to their service as directors. These options, granted
during  fiscal  year 2000, are fully vested, have an exercise price of $0.25 per
share and must be exercised by November 5, 2004. We have no obligation or policy
to  grant  stock  options  to  directors.

We  may  in the future create retirement, pension, profit sharing, insurance and
medical  reimbursement plans covering our Officers and Directors. At the present
time, no such plans exist. No advances have been made or are contemplated to any
of  our  Officers  or  Directors.


                                                                         Page 25
<PAGE>
We do not have any employment contracts, termination of employment and change of
control  arrangements.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table sets forth, as of August 31, 2001 and assuming exchange of
all  shares of Information Highway, Inc. for our shares as of February 23, 1999,
the  outstanding  Common Stock owned of record or beneficially by each Executive
Officer  and Director and by each person who owned of record, or was known by us
to  own beneficially, more than 5% of Common Stock, and the shareholdings of all
Executive  Officers  and  Directors  as  a  group.


Except as noted below, all shares are held of record and each record shareholder
has  sole  voting  and  investment  power.

<TABLE>
<CAPTION>
                                                           Percentage of
              Name                           Shares Owned   Shares Owned
<S>                                          <C>           <C>
John G. Robertson, President and a member
of the Board of Directors (1) (2)               2,528,000          27.04%
Jennifer Lorette Executive Vice President,
Secretary/Treasurer and a Member of the
Board of Directors[1] [3]                         234,500           2.51%
James L. Vandeberg [1][3], Chief Operating
Officer and a member of the Board of
Directors                                         112,000           1.19%
Robertson Family Trust [4]                      2,448,000          26.18%
Access Information Services, Inc. [5]             398,000           4.26%
ALL EXECUTIVE OFFICERS &
DIRECTORS AS A GROUP (THREE
INDIVIDUALS) [6]                                2,874,500          30.75%

<FN>

Except  as  noted below, all shares are held beneficially and of record and each
record  shareholder  has  sole  voting  and  investment  power.

(1)  These  individuals  are the Executive Officers and Directors of Information
Highway.com  and  may  be  deemed  to  be  parents  or  founders  of Information
Highway.com  as  that  term  is defined in the Rules and Regulations promulgated
under  the  1933  Act.

(2) Includes 2,050,000 shares owned or controlled by the Robertson Family Trust,
70,000  shares  owned  of record by SMR Investments, Ltd, a corporation owned by
Susanne  Robertson, wife of Mr. Robertson, 10,000 shares owned of record by Mrs.
Robertson,  and 300,000 options that are currently exercisable. Mr. Robertson is
one  of three trustees of the Robertson Family Trust, which acts by the majority
vote  of  the  three  trustees.  Also includes 398,000 shares owned of record by
Access  Information  Services,  a  corporation owned by the trust. Mr. Robertson
disclaims  beneficial  ownership  of  the  shares  owned  or  controlled  by the
Robertson  Family  Trust.  Mr. Robertson's address is the same as the Company's.


                                                                         Page 26
<PAGE>
(3)  Includes  100,000  options  that  are  currently exercisable. Ms. Lorette's
address  is  the  same as the Company's. Mr. Vandeberg's address is Ogden Murphy
Wallace,  2100  Westlake  Center  Tower, 1601 Fifth Avenue, Seattle, Washington.

(4)  Includes  398,000  shares owned of record by Access Information Services, a
corporation  owned  by  the  trust. The address of the Robertson Family Trust is
185-10751 Shellbridge Way, Richmond, British Columbia V6X 2W8, Canada. The trust
acts  by  majority  vote  of its three trustees: (i) Mr. Robertson; (ii) Susanne
Robertson,  Mr. Robertson's wife, 4040 Amundsen Place, Richmond, BC V7C 4L8; and
(iii)  Eric  Hanson,  4620 Britannia St., Richmond, B.C. The sole beneficiary is
Kelly  Robertson,  daughter  of  Mr.  and Mrs. Robertson, #401 12633 No. 2 Road,
Richmond,  B.C.  V7E  6N5.

(5)  Access  Information Services is a corporation owned by the Robertson Family
Trust.  Its  address  is 185 - 10751 Shellbridge Way, Richmond, British Columbia
V6X  2W8,  Canada.

(6)  Includes  500,000 options that are currently exercisable. Also see Note (2)
above  regarding  share  ownership  attributed  to  Mr.  Robertson.
</TABLE>

<TABLE>
<CAPTION>
                                  May 31
Affiliate                     2001       2000         Nature of Affiliation
-------------------------------------------------------------------------------
<S>                         <C>        <C>        <C>

Access Information Systems  $ 16,838   $ (7,000)             (1)
JGR Petroleum Inc.          $ 36,209   $  9,365   Controlled by John Robertson
Reg Technologies, Inc.      $(18,054)  $(20,727)             (2)
SMR Investment Ltd.         $ 78,024   $(70,319)             (3)

<FN>
_________________
(1)  See  Security  Ownership  of  Certain Beneficial Owners and Management, the
table  thereunder  and  the  notes  thereto.

(2)  Reg  Technologies  Inc.  is  a  British  Columbia Corporation listed on the
Canadian  Venture Exchange. Since October 1984, Mr. Robertson has been President
and  a Director of Reg Technologies Inc. SMR Investment Ltd., a British Columbia
corporation,  holds  a  controlling  interest in Reg Technologies Inc. Form 1977
through 2001, Mr. Robertson was President and a member of the Board of Directors
of  SMR  Investment  Ltd.  Susanne  M. Robertson, Mr. Robertson's wife, owns SMR
Investment  Ltd.

(3)  From  1977  through  2001,  Mr. Robertson was President and a member of the
Board  of Directors of SMR Investment Ltd. Susanne M. Robertson, Mr. Robertson's
wife,  owns  SMR  Investment  Ltd.
</TABLE>

The  indebtedness  is  unsecured  and  non-interest  bearing.

From April, 1998 through February, 2000, Vandeberg Johnson & Gandara, a law firm
in  which  James L. Vandeberg, Information Highway.com's Chief Operating Officer
and  a  Director,  was  a partner, was paid $185,956.84 for legal services. From
March  1,  2000  through  August  31,  2001,  Ogden  Murphy  Wallace,  PLLC, Mr.
Vandeberg's  current  firm,  was  paid  $42,736.80  for  legal  services.

Mr.  Robertson  and  Ms.  Lorette  could  be considered promoters of Information
Highway.com.  Their interests, including the details of their stock options, are
disclosed  above.


                                                                         Page 27
<PAGE>
No  other compensation is paid to any of our Executive Officers or Directors. We
may  in  the  future  create  retirement, pension, profit sharing, insurance and
medical  reimbursement plans covering our Officers and Directors. At the present
time, no such plans exist. No advances have been made or are contemplated to any
of  our  Officers  or  Directors.

ITEM  13(A).  EXHIBITS

Number    Description
------    -----------
3.1(1)    Articles  of  Incorporation,  restated as amended on February 23, 1999
          and  November  1,  1989
3.2(1)    Bylaws
4.1(1)    Specimen  Share  Certificate  for  Common  Stock
4.2(1)    Form  of  Warrants  ($1.00)
4.3(1)    Stock  Option  Plan
4.4(1)    Form  of  Stock  Option  Agreement
4.5(2)    Form  of  Warrants  ($4.00  and  $6.00)
4.6(3)    Form  of  Warrants  ($3.50)
4.7(4)    Savage  Warrants
4.8(5)    Form  of  Debenture  (Senasqua  Investors  LLC)
4.9(5)    Warrant  (Senasqua  Investors  LLC)
4.10(5)   Registration  Rights  Agreement  (Senasqua  Investors  LLC)
4.11(5)   Securities  Purchase  Agreement  (Senasqua  Investors  LLC)
10.1(6)   VPOP  Service  Agreement  between  MetroNetCommunications  and  YesIC
          Communications
10.2(6)   Level  3  Communications Terms and Conditions for Delivery of Service
10.3(6)   ADSL  Service  Agreement  dated  August 24, 1999, by and between Bell
          Atlantic Network Integration, Inc. and Information Hightway.com, Inc.
10.4(7)   IP  Equity  Marketing  and  Financial  Consulting  Agreement
10.5(4)   Savage  Agreement
10.6(5)   Eezinet  License  Agreement  -  Portal
10.7(8)   Form  of  Debenture  (Senasqua  Investors  LLC)
10.8(8)   Warrant  (Senasqua  Investors  LLC)
10.9(8)   Registration  Rights  Agreement  (Senasqua  Investors  LLC)
10.10(8)  Securities  Purchase  Agreement  (Senasqua  Investors  LLC)
10.11(9)  Share  Purchase Agreement (Information Highway.com, Inc.; Janet Pavlik
          and  Jan  P.  Pavlik;  and  Pavlik  Travel  Services  Ltd.)
10.12(9)  Amendment to Share Purchase Agreement dated June 27, 2000 (Information
          Highway.com, Inc.;  Janet  Pavlik and Jan P. Pavlik; and Pavlik Travel
          Services Ltd.)
10.13(9)  Services  Proposal  to  Upgrade  the  VoIP  System  (Inglenet Business
          Solutions  Inc.)
10.14(9)  Amendment  to Share Purchase Agreement dated July 4, 2000 (Information
          Highway.com,  Inc.; Janet  Pavlik and Jan P. Pavlik; and Pavlik Travel
          Services Ltd.)
10.15(9)  Amendment to Share Purchase Agreement dated July 14, 2000 (Information
          Highway.com,  Inc.;  Janet Pavlik and Jan P. Pavlik; and Pavlik Travel
          Services Ltd.)
10.16(9)  Security  Agreement dated September 27, 2000 (Information Highway.com,
          Inc. and SMR Investments Ltd.) re  Purchase  of Pavlik Travel Services
          Ltd.
10.17(10) Share  Purchase  Agreement  re  Sale  of  YesIC  Communications  Ltd.
          (1472311  Ontario  Limited)
10.18(10) Option  Agreement  to  Purchase  Pavlik  Travel  Services Ltd. by SMR
          Investments  Ltd.
23.1      Consent  of  Independent  Auditors
________________


                                                                         Page 28
<PAGE>
(1)  Incorporated  by  reference  from  our registration statement on Form 10-SB
filed  with  the  Securities  and  Exchange  Commission  on  April  14,  1999.

(2)  Incorporated  by  reference  from  Amendment  No.  1  to  our  registration
statement  on  Form  10-SB  filed with the Securities and Exchange Commission on
October  12,  1999.

(3)  Incorporated  by reference from our quarterly report on Form 10-QSB for the
quarterly period ended November 30, 1999, filed with the Securities and Exchange
Commission  on  January  14,  2000.

(4)  Incorporated  by reference from our quarterly report on Form 10-QSB for the
quarterly period ended February 29, 2000, filed with the Securities and Exchange
Commission  on  April  14,  2000.

(5)  Previously  filed

(6)  Incorporated  by  reference  from  our annual report on Form 10-KSB for the
fiscal  year  ended  May  31,  1999,  filed  with  the  Securities  and Exchange
Commission  on  October  6,  1999.

(7)  Incorporated  by reference from our quarterly report on Form 10-QSB for the
quarterly  period  ended August 31, 1999, filed with the Securities and Exchange
Commission  on  October  15,  1999.

(8)  Incorporated  by  reference from our Form SB-2 Registration Statement filed
with  the  Securities  and  Exchange  Commission  on  May  12,  2000.

(9)   Incorporated  by  reference  from our annual report on Form 10-KSB for the
fiscal  year  ended  May  31,  2000,  filed  with  the  Securities  and Exchange
Commission  on  ___________________,  2000.

(10)  Attached  hereto.

ITEM  13(B).  REPORTS  ON  FORM  8-K

None.


                                                                         Page 29
<PAGE>
In  accordance  with  the  Securities Exchange Act of 1934, this report has been
signed  by  the  following  persons  on  behalf  of  the  Registrant  and in the
capacities  indicated  as  of  September  14,  2001.

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

/s/  John G. Robertson       President, Principal Executive Officer  September 14, 2001
-------------------------
John G. Robertson


/s/  James Vandeberg         Principal Accounting Officer,           September 14, 2001
-------------------------    Chief Financial Officer,
James Vandeberg              and Chief Operating Officer


/s/  John G. Robertson       Director                                September 14, 2001
-------------------------
John G. Robertson


/s/  James Vandeberg         Director                                September 14, 2001
-------------------------
James Vandeberg


/s/  Jennifer Lorette        Director                                September 14, 2001
-------------------------
Jennifer Lorette
</TABLE>


                                                                         Page 30
<PAGE>
Information Highway.com, Inc.

                   Index to Consolidated Financial Statements

                                    Contents



Report  of  Independent  Auditors . . . . . . . . . . . . . . . . . . . . . .F-2

Consolidated  Balance  Sheets . . . . . . . . . . . . . . . . . . . . . . . .F-3

Consolidated  Statements  of  Operations. . . . . . . . . . . . . . . . . . .F-4

Consolidated  Statements  of  Stockholders'  Equity . . . . . . . . . . . . .F-5

Consolidated  Statements  of  Cash  Flows . . . . . . . . . . . . . . . . . .F-6

Notes  to  Consolidated  Financial  Statements. . . . . . . . . . . . . . . .F-7


<PAGE>



                          Information Highway.com, Inc.

                        Consolidated Financial Statements

                               For the Years Ended

                              May 31, 2001 and 2000




<PAGE>
                               [GRAPHIC  OMITTED]

MANNING ELLIOTT                         |    11th floor, 1050 West Pender Street
                                        |    Vancouver, BC, Canada V6E 3S7

CHARTERED ACCOUNTANTS                   |    Phone:604.714.3600 Fax:604.714.3669
                                        |    Web: manningelliott.com



                          Independent Auditors' Report
                          ----------------------------


To  the  Board  of  Directors
Information  Highway.com,  Inc.


We  have  audited  the  accompanying  consolidated balance sheets of Information
Highway.com,  Inc.  as  of  May  31, 2001 and 2000, and the related consolidated
statements of operations and deficit, and cash flows for the years ended May 31,
2001  and  2000.  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  audits.

We conducted our audits in accordance with generally accepted auditing standards
used  in the United States. Those standards require that we plan and perform the
audits 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  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 consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Information
Highway.com, Inc. as of May 31, 2001 and 2000, and the results of its operations
and  its cash flows for the years ended May 31, 2001 and 2000 in conformity with
generally  accepted  accounting  principles  used  in  the  United  States.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as  a going concern. As discussed in Note 1 to the
financial  statements,  the Company has not achieved profitable operations since
inception  and has suffered mounting losses totalling $7,905,151 to May 31, 2001
and  has  a  working  capital deficiency of $2,392,942 as at May 31, 2001. These
factors  raise  substantial  doubt  about the Company's ability to continue as a
going  concern. Management's plans in regard to these matters are also discussed
in Note 1. These financial statements do not include any adjustments which might
result  from  the  outcome  of  these  uncertainties.


CHARTERED  ACCOUNTANTS


Vancouver,  Canada

September  10,  2001


<PAGE>
<TABLE>
<CAPTION>
Information Highway.com, Inc.
Consolidated Balance Sheets
As at May 31, 2001 and 2000

                                                                           2001         2000
                                                                              $            $
<S>                                                                    <C>           <C>
                                             Assets
Current Assets
  Cash and equivalents                                                           -      857,949
  Accounts receivable                                                       20,424       32,839
  Inventory (Note 2(f))                                                     24,921      121,264
  Prepaid expenses                                                          13,680      150,420
  Advances to related parties (Note 8)                                           -       36,391
------------------------------------------------------------------------------------------------
Total Current Assets                                                        59,025    1,198,863

Property, Plant and Equipment (Note 4)                                     288,981      490,750
------------------------------------------------------------------------------------------------
Total Assets                                                               348,006    1,689,613
================================================================================================
                          Liabilities and Stockholders' Equity (Deficit)
Current Liabilities
  Cheques issued in excess of funds on deposit                               2,117            -
  Accounts payable                                                         362,077      385,645
  Accrued liabilities                                                      413,212      146,400
  Deferred revenue                                                          52,986       50,678
  Bank loan (Note 5)                                                        55,613            -
  Advances from related parties (Note 8)                                   236,387            -
  Convertible Debentures (Note 6)                                        1,297,964    1,346,437
  Current portion of obligations under capital leases (Note 7)              31,611       36,773
------------------------------------------------------------------------------------------------
Total Current Liabilities                                                2,451,967    1,965,933

Obligations Under Capital Leases (Note 6)                                   22,192       61,717
------------------------------------------------------------------------------------------------
Total Liabilities                                                        2,474,159    2,027,650

Stockholders' Equity (Deficit)

Common Stock (Note 9), 50,000,000 shares authorized, par value
    $.0001 per share, 9,148,500 and 8,141,334 issued and
    outstanding respectively                                                   914          814

    Additional Paid in Capital - Common Stock                            5,086,269    4,812,920

    Additional Paid in Capital -Stock Warrants                             651,120      651,120

    Common Stock paid for but unissued (representing 310,000 shares)        46,500            -
------------------------------------------------------------------------------------------------
                                                                         5,784,803    5,464,854
------------------------------------------------------------------------------------------------
Preferred Stock, 10,000,000 shares authorized, par value $.0001 per
     share, none issued                                                          -            -
------------------------------------------------------------------------------------------------
Translation adjustments                                                     (5,805)     (11,572)
------------------------------------------------------------------------------------------------
                                                                         5,778,998    5,453,282

Accumulated Deficit                                                     (7,905,151)  (5,791,319)
------------------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit)                                    (2,126,153)    (338,037)
------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity                                 348,006    1,689,613
================================================================================================
Subsequent Events (Note 12)
Contingencies (Notes 1 and 10)
</TABLE>


    The accompanying notes are an integral part of these financial statements


<PAGE>
<TABLE>
<CAPTION>
Information Highway.com, Inc.
Consolidated Statements of Operations and Deficit
For the years ended May 31, 2001 and 2000

                                                                        2001            2000
                                                                                     (Note 3)
                                                                           $               $
<S>                                                                 <C>           <C>
Revenues                                                                147,977      173,556

Cost of Revenues                                                        548,307      352,250
---------------------------------------------------------------------------------------------
Gross Profit (Loss)                                                    (400,330)    (178,694)
---------------------------------------------------------------------------------------------
Operating Expenses

  Marketing and sales                                                   118,612      303,595
  General and administrative                                          1,211,335    2,970,969
  Product development                                                   253,805      187,406
---------------------------------------------------------------------------------------------
Total Operating Expenses                                              1,583,752    3,461,970
---------------------------------------------------------------------------------------------
Loss from Continuing Operations                                      (1,984,082)  (3,640,664)
---------------------------------------------------------------------------------------------
Discontinued Operations (Note 3)

  Income (Loss) from Operations from Pavlik Travel Services Ltd.        (11,094)           -
  Income (Loss) from Operations from YESIC Communications, Inc.        (573,367)    (493,881)
  Gain (Loss) on Disposal of Pavlik Travel Services Ltd.                 (3,665)           -
  Gain (Loss) on Disposal of YESIC Communications, Inc.                 458,376            -
---------------------------------------------------------------------------------------------
Loss from Discontinued Operations                                      (129,750)    (493,081)
---------------------------------------------------------------------------------------------
Net Loss For the Year                                                (2,113,832)  (4,134,545)

Deficit - Beginning of Year                                           5,791,319    1,656,774
---------------------------------------------------------------------------------------------
Deficit - End of Year                                                 7,905,151    5,791,319
=============================================================================================

Basic loss from continuing operations                                     (0.23)       (0.49)

Basic loss from discontinued operations                                   (0.01)       (0.06)
---------------------------------------------------------------------------------------------
Basic loss per share                                                      (0.24)       (0.55)
---------------------------------------------------------------------------------------------

Weighted average shares used to compute basic loss per share          8,471,000    7,427,000
=============================================================================================

Diluted loss per share has not been presented as the result is anti-dilutive.
</TABLE>


    The accompanying notes are an integral part of these financial statements


<PAGE>
<TABLE>
<CAPTION>
Information Highway.com, Inc.
Consolidated Statements of Cash Flows
For the years ended May 31, 2001 and 2000

                                                                           2001         2000
                                                                              $            $
<S>                                                                  <C>           <C>
Cash Flows to Operating Activities

  Net loss                                                            (2,113,832)  (4,134,545)

  Adjustments to reconcile net loss to cash

    Depreciation and amortization of property, plant and equipment       123,524      128,617
    Amortization of convertible debenture valuation allowance             96,527            -
    Amortization of goodwill                                                   -      134,848
    Services paid for by issuing common shares and warrants              116,388    1,388,163
    Imputed interest on valuation of warrants                                  -       21,937
    Net loss on sale of subsidiaries                                     129,750            -
    Shares issued for convertible debenture interest                       5,811
    Write down of inventory to net realizable value                       95,143            -

  Change in non-cash working capital items

    (Increase) in accounts receivable                                    (14,385)     (32,839)
    (Increase) decrease in prepaid expenses                              133,896      (79,933)
    (Increase) decrease in inventory                                       1,200     (111,569)
    Increase in accounts payable and accrued liabilities                 475,625      199,615
    Increase in deferred revenues                                         26,709       16,629
----------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                                   (923,644)  (2,469,077)
----------------------------------------------------------------------------------------------
Cash Flows from Financing Activities

  Common stock issued                                                      6,250    2,152,193
  Common stock subscribed for                                             46,500            -
  (Decrease) in related party advances                                   (72,791)    (101,577)
  Proceeds from convertible debentures                                         -    1,500,000
  Proceeds from bank loan, net of repayment                               55,613            -
  Capital leases obligations repaid                                      (25,112)     (19,701)
----------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                                 10,460    3,530,915
----------------------------------------------------------------------------------------------
Cash Flows to Investing Activities

  Proceeds from sale of subsidiaries                                      79,329            -
  Acquisition of property, plant and equipment                           (20,443)    (250,785)
----------------------------------------------------------------------------------------------
Net Cash from (to) Investing Activities                                   58,886     (250,785)
----------------------------------------------------------------------------------------------
Translation Adjustments                                                   (5,768)       9,274
----------------------------------------------------------------------------------------------
Increase (Decrease) in Cash During the Year                             (860,066)     820,327

Cash - Beginning of Year                                                 857,949       37,622
----------------------------------------------------------------------------------------------
Cash - End of Year                                                        (2,117)     857,949
==============================================================================================
Non-Cash Financing Activities

  Value of Common Shares issued for services                             116,388    1,240,363
  Value of Warrants issued for services                                        -      147,800
  Value of Common Shares issued for convertible debentures and
  accrued interest converted                                             150,811            -
----------------------------------------------------------------------------------------------
                                                                         267,199    1,388,163
==============================================================================================
Supplemental disclosures:

  Interest paid in cash                                                    3,055      204,987
  Income taxes paid in cash                                                    -            -
</TABLE>


    The accompanying notes are an integral part of these financial statements


<PAGE>
Information  Highway.com,  Inc.
Notes  to  the  Consolidated  Financial  Statements


1.   Nature  of  Operations  and  Continuance  of  Business

     The  Company  was  incorporated  December  5, 1988 in the state of Florida.
     During  1997, the Company's common stock was submitted for quotation on the
     OTC  Bulletin Board System. From inception to February 17, 1999 the Company
     did  not  engage  in any business activity other than initial organization,
     financing  and  some  business  investigation  activities.

     Pursuant  to  an  Agreement  and  Plan  of Reorganization entered into with
     Information  Highway, Inc. on February 17, 1999, a business combination was
     completed  by  way  of  reverse  takeover.  All  of  the  common  stock  of
     Information  Highway,  Inc.  was exchanged for common shares of the Company
     representing  a  change  of  control of the Company. As part of the Plan of
     Reorganization  the  Company's name was changed to Information Highway.com,
     Inc.

     Information  Highway,  Inc.  was incorporated in the State of Washington on
     October  15,  1996.  It  owned three Canadian operating subsidiaries in the
     business  of  providing  access  to  the  Internet  and providing services,
     including  on-line  publishing,  to individual and corporate subscribers of
     which  one  was sold during the year (see Note 3(b)). See Note 3(a) for the
     acquisition  and  disposition (both during fiscal 2001) of a company in the
     travel  industry.

     On  October  11,  2000  the Company's Registration Statement filed with the
     Securities  Exchange  Commission  was  declared  effective  which means the
     Company  is  a  reporting  company  under  the  1933  Act.

     The  Company has not achieved profitable operations since inception and has
     suffered mounting losses of $7,905,151 and has a working capital deficit of
     $2,392,942  as at May 31, 2001. These factors raise substantial doubt about
     the  Company's  ability  to continue as a going concern. The ability of the
     Company  to  continue  as  a going concern is dependent upon its successful
     efforts  to  raise additional equity financing over the next twelve months,
     further develop the market for its products and services and/or explore new
     profitable  business  opportunities.  Management  plans to raise additional
     equity  financing  from  new  investors  through  a  private placement. The
     offering  will  be  a  best  efforts,  no  minimum,  offering consisting of
     1,081,701  units  at  $0.15 per unit to raise proceeds of $162,255 -$46,500
     raised  to  date.  The  remaining  balance  of  the proceeds are secured by
     promissory  notes  which  are presently being converted into common shares.
     Each  unit  will  consist  of  one  share  and  one warrant to purchase one
     additional  share  at $0.20 per share for a period of one year from date of
     issuance.


2.   Significant  Accounting  Policies

     (a)  Consolidated  Financial  Statements

          These  consolidated  financial  statements include the accounts of the
          Company  and its wholly owned US subsidiary, Information Highway, Inc.
          which  owns  two  consolidated, wholly-owned, Canadian subsidiaries. A
          third  operating  Canadian  subsidiary  was sold during the year (Note
          3(b)).  This  subsidiary was included in the comparative figures under
          discontinued  operations.

     (b)  Estimates  and  Assumptions

          The  preparation  of financial statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of  assets and
          liabilities in the financial statements and accompanying notes. Actual
          results  could  differ  from  those  estimates.

     (c)  Comparative  figures

          Certain  amounts in the financial statements have been reclassified to
          be  consistent  and  comparable  from  year-to-year  and  to  present
          discontinued  operations.

     (d)  Cash  and  Cash  Equivalents

          Cash  and  cash  equivalents  include  cash  on hand, in banks and all
          highly liquid investments with a maturity of three months or less when
          purchased.


<PAGE>
Information  Highway.com,  Inc.
Notes  to  the  Consolidated  Financial  Statements


2.   Significant  Accounting  Policies  (continued)

     (e)  Concentration  of  Credit  Risk

          The  Company  does  not  have any concentrations of credit risk as the
          majority  of  its  customers  prepay for services. For those instances
          when credit is extended it is based on an evaluation of the customer's
          financial  condition,  and  generally  collateral is not required. The
          Company  does not have any customers that account for in excess of 10%
          of  income.

          The  Company  places  its  temporary cash investments with high credit
          quality  financial  institutions  and  limits  the  amount  of  credit
          exposure  to  any  one  financial  institution.

     (f)  Inventory

          Inventory  is comprised of finished goods purchased to resell over the
          Internet.  Finished  goods  are carried at the lower of landed cost or
          net realizable value. During the year the Company wrote down inventory
          of  $95,103  to an estimated net realizable value of $nil. This amount
          was  charged  to  operations  as  cost  of  revenues.  The  Company is
          exploring  the  possibility  of obtaining a manufacturer rebate on the
          modems,  as  they  were  not  in  accordance  with DSL specifications.

     (g)  Property,  Plant  and  Equipment

          Property,  plant  and  equipment are recorded at cost. Depreciation is
          computed  utilizing  the  declining  balance  method over an estimated
          useful  life of the related asset. Computer equipment and software and
          production equipment is depreciated at 30% per annum and furniture and
          office  equipment  at  20%  per  annum.  Leasehold  improvements  are
          amortized  over  ten  years utilizing the straight-line method. Assets
          acquired pursuant to capital leases are amortized over the life of the
          lease  utilizing  the  straight-line  method.

     (h)  Financial  Instruments

          The fair value of the Company's current assets and current liabilities
          were  estimated  to  approximate  their  carrying  values  due  to the
          immediate  or  short-term maturity of these financial instruments. See
          Note  5  for  long-term financial instruments. The Company operates in
          Canada and virtually all of its assets and liabilities are giving rise
          to  significant  exposure  to  market  risks  from  changes in foreign
          currency  rates.  The  financial  risk  is  the  risk to the Company's
          operations  that arise from fluctuations in foreign exchange rates and
          the  degree  of volatility of these rates. Currently, the Company does
          not  use  derivative  instruments  to  reduce  its exposure to foreign
          currency  risk.

     (i)  Revenue  Recognition  and  Deferred  Revenues

          Revenue consists of the provision of Internet dial-up services, banner
          advertisements,  Web-Site  development  and  hosting  and  E-Commerce
          revenue  sharing  with  various  Internet  partners.

          Revenue  is  recognized at the time services are provided. All related
          costs  are  recognized  in  the  period in which they occur. Customers
          deposits  for  Internet  dial-up services to be provided in the future
          are  classified  under  current  liabilities.

     (j)  Cost  of  Revenue

          Cost  of  revenue  consists  primarily  of  the  cost  of  serving the
          Company's  Internet  dial-up  service  customers  and  the  cost  of
          developing  Web-Sites  for  customers.  Costs  associated with revenue
          generating  activities  consists of salaries for technical support and
          customer  service,  depreciation  of  Internet  dial-up  and  Web-Site
          hosting  equipment,  license  fees, equipment leasing costs, telephone
          line  costs and rent to house equipment and staff directly involved in
          serving  customers.

     (k)  Product  Development  Costs

          Product  development costs consist of expenses incurred by the Company
          in  the  development  and creation of its Executive Site(TM) Web-Site.
          Product  development  costs  include compensation and related expenses
          for programmers, depreciation of computer hardware and software, rent,
          telephone  and costs incurred in developing features and functionality
          of  the  service.  Product development costs are expensed as incurred.


<PAGE>
Information  Highway.com,  Inc.
Notes  to  the  Consolidated  Financial  Statements


2.   Significant  Accounting  Policies  (continued)

     (l)  Accounting  for  Stock-Based  Compensation

          SFAS No. 123, "Accounting for Stock-Based Compensation," requires that
          stock  awards  granted  be recognized as compensation expense based on
          fair values at the date of grant. Alternatively, a company may account
          for  stock  awards  granted  under Accounting Principles Board Opinion
          (APB) No. 25, "Accounting for Stock Issued to Employees," and disclose
          pro  forma  income  amounts which would have resulted from recognizing
          such  awards  at  their fair value. The Company has elected to account
          for  stock-based  compensation for employees under APB No. 25 and make
          the  required  pro  forma  disclosures for compensation expense. Stock
          based  compensation for non-employees are accounted for using SFAS No.
          123.

     (m)  Foreign  Exchange

          All of the Company's Canadian operating subsidiaries are operationally
          and  financially  independent  of  the  parent  and  are  considered
          self-sustaining.  As  such,  the  current  rate method is used whereby
          assets  and  liabilities  are translated into United States dollars at
          exchange  rates  in  effect  at the balance sheet dates. Shareholders'
          equity accounts are translated using historical exchange rates. Income
          and  expense  items  are  translated at average exchange rates for the
          periods.  Accumulated  net  translation  adjustments are included as a
          separate  component  of  stockholders'  equity.

          Current  monetary  assets  and  liabilities  of  the Company which are
          denominated  in foreign currencies are translated at the exchange rate
          in  effect  at  the  balance  sheet  dates.  Revenues and expenses are
          translated  at  rates of exchange prevailing on the transaction dates.
          Exchange gains or losses on the realization of current monetary assets
          and  the  settlement  of  current  monetary liabilities are recognized
          currently  to  operations.

     (n)  Income  Taxes

          The  Company  has  adopted  the  provisions  of  Financial  Accounting
          Standards  Board  Statement  No. 109 (SFAS 109), Accounting for Income
          Taxes.

          Pursuant  to  SFAS  109  the  Company is required to compute tax asset
          benefits  for  net operating losses carried forward. Potential benefit
          of  net  operating  losses  has  not  been recognized in the financial
          statements  because  the  Company  cannot  be  assured that it is more
          likely  than  not  that  it  will utilize the net operating loss carry
          forwards  in  future  years.

          The  Company's  Canadian  subsidiaries  have  Canadian  tax  losses of
          $631,000  to offset future years Canadian taxable income. These losses
          expire  between  fiscal  2003  and  fiscal  2008:

          The  Company has US tax losses of $6,500,000 to offset future years US
          taxable  income.  These  losses  expire between fiscal 2012 and fiscal
          2016.

          The  components of the net deferred tax asset, the statutory tax rate,
          the  effective  tax  rate  and  the  elected  amount  of the valuation
          allowance  are  scheduled  below:

                                                  2001         2000
                                                    $            $

Net Combined Canadian and US Operating Losses   1,861,000    3,512,000
Statutory Combined Canadian and US Tax Rate        39%          39%

Effective Tax Rate                                  -            -

Deferred Tax Asset                                726,000    1,370,000

Valuation Allowance                              (726,000)  (1,370,000)

Net Deferred Tax Asset                              -            -


<PAGE>
Information  Highway.com,  Inc.
Notes  to  the  Consolidated  Financial  Statements


2.   Significant  Accounting  Policies  (continued)

     (o)  Basic  and  Diluted  Net  Income  (Loss)  per  Share

          The  Company  computes  net income (loss) per share in accordance with
          SFAS  No.  128,  "Earnings  per  Share"  (SFAS 128). SFAS 128 requires
          presentation  of both basic an diluted earnings per share (EPS) on the
          face  of  the  income statement. Basic EPS is computed by dividing net
          income  (loss)  available  to  common  shareholders (numerator) by the
          weighted  average  number  of  common shares outstanding (denominator)
          during  the period. Diluted EPS gives effect to all dilutive potential
          common  shares  outstanding during the period including stock options,
          using  the  treasury  stock  method,  and convertible preferred stock,
          using  the  if-converted method. In computing Diluted EPS, the average
          stock price for the period is used in determining the number of shares
          assumed  to  be  purchased  from  the  exercise  of  stock  options or
          warrants. Diluted EPS excludes all dilutive potential common shares if
          their  effect  is  anti  dilutive.


3.   Business  Acquisition  and  Discontinued  Operations

     (a)  Acquisition  and  Disposition  of  Pavlik  Travel  Services  Ltd.

          (i)  On  September  27,  2000  the  Company  completed an agreement to
               purchase  a  travel  agency  located in British Columbia, Canada.
               Total  consideration  paid  was Cnd$125,000. In order to complete
               the  acquisition  the  Company  was required, by the Registrar of
               Travel  Services,  to  lodge  two  letters  of  credit  totalling
               Cnd$40,000.  As  at  August 31, 2000 the restricted term deposits
               were  lodged  and  letters  of  credit obtained. The purchase was
               accounted  for  as  an acquisition, and the excess purchase price
               over  the  fair  market  value  of  net  assets  acquired,  being
               Cnd$84,390,  was  allocated  to  goodwill and was being amortized
               over  two  years.

          (ii) On  February  28,  2001  the Company entered into an agreement to
               sell the travel agency to a private company under the President's
               control  at a fair value of Cdn$125,000. The private company will
               pay  the  bank loan referred to in Note 5 (paid on June 26, 2001)
               and pay the balance of $39,078 in cash. This agreement is subject
               to  various  regulatory  approvals.

               The  Company realized revenue of $23,276 for the period September
               27, 2000 through February 28, 2001. Pursuant to the agreement the
               Company  wrote  off  its shareholder loans receivable from Pavlik
               Travel  Services  Ltd.  of  $19,863.

     (b)  Disposition  of  YESIC  Communications,  Inc.

          On April 23, 2001, pursuant to a share purchase agreement, the Company
          sold  its  100%  interest  in  YESIC  Communications, Inc. ("YESIC") a
          subsidiary  of  the  Company  operating  in  the business of providing
          access  to  the  Internet  in  the  Province  of  Ontario.

          Total  consideration  received was Cdn$10. In addition the Company was
          to  receive  contingent  additional  amounts  as  a  repayment  of
          shareholders  loans  as  follows:

          If,  after April 23, 2001, YESIC was to make a public offering of its'
          shares  or if the shareholders of YESIC sell the outstanding shares of
          YESIC  to  a  public  or private company, or if YESIC is vended into a
          public  company, the Company will receive 25% of the after tax profits
          in  the  case  of any sale or 25% of the net proceeds in the case of a
          public  offering as a repayment of the Company's shareholder's loan up
          to  a  maximum  amount  of  $1,000,000  after  repayment of any of the
          existing  YESIC's  shareholder's  loans  and  invested  capital.


<PAGE>
Information  Highway.com,  Inc.
Notes  to  the  Consolidated  Financial  Statements


3.   Business  Acquisition  and  Discontinued  Operations

     (b)  Disposition  of  YESIC  Communications,  Inc.  (continued)

          On  the later of (i) thirty days after the last day of the fiscal year
          in  which  YESIC  achieves a Retained Earnings position of $100,000 as
          reflected on its' Financial Statements for the fiscal year end or (ii)
          thirty  days  after the second fiscal year after the closing, and upon
          thirty  days  after each fiscal year thereafter and until such time as
          the  Company  has  received the sum of $1,000,000, YESIC was to pay to
          the Company the sum of 25% of YESIC's profit after tax as reflected on
          YESIC's  Financial  Statements  as  a  repayment  of  the  Company's
          shareholder's  loan  after  adding  back  any  salaries  paid  to  the
          directors and after deduction of any shareholders loans made by YESIC.

          YESIC realized revenue of $592,619 from June 1, 2000 to April 23, 2001
          and  $1,028,579  for  fiscal  year  2000.

          Subsequent  to the sale, YESIC declared bankruptcy and as a result the
          shareholders  loans receivable totalling $712,963 from YESIC have been
          written  off.

4.   Property,  Plant  and  Equipment

                                                               2001        2000
                                              Accumulated  Net Book    Net Book
                                     Cost    Amortization     Value       Value
                                        $               $         $           $

   Computer equipment               410,303        213,071    197,232    352,180
   Office furniture and equipment    39,535         20,127     19,408     32,147
   Production equipment              25,000         14,588     10,412     14,875
   Leasehold improvements            13,910          4,627      9,283      8,096
   Assets under capital lease        98,480         45,834     52,646     83,452
   -----------------------------------------------------------------------------
                                    587,228        298,247    288,981    490,750
   =============================================================================

5.   Bank  Loan

     The bank loan bears interest at the bank's prime lending rate and is due in
     36  monthly payments of Cdn$3,056 principal plus interest and is secured by
     a  GIC  of  Cdn$110,000  held  by  a  private company under the President's
     control.  The  bank  loan  was  repaid  on  June  26,  2001. See Note 3(a).

6.   Convertible  Debentures

     The  Company  issued, to one investor, three $500,000, two year convertible
     debentures  bearing  interest  at  5%.  Warrants to purchase 225,000 common
     shares  exercisable at $6.2287 and expiring March 3, 2002 were also issued.
     The  maturity  date is March 3, 2002. The Company received $1,332,728 after
     paying  to  the  Agent a 10%, or $150,000, financing fee and legal costs of
     $17,272.  The  debenture  holders  can convert their debentures into common
     shares  based on the face value plus accrued interest divided by the lesser
     of  the  fixed  price  of $6.22875 and the average closing price for the 20
     days  prior  to  conversion. No amount has been allocated to the conversion
     feature  in  accordance with APB 14. Debt issue costs of $167,272 have been
     charged  to  operations  and  the  value  of  the detachable share purchase
     warrants,  totalling  $175,500,  was  deducted  from  the  proceeds  of the
     convertible  debenture  as  a valuation allowance and is being amortized to
     operations  over  two years. The Company has the right to redeem with cash.


<PAGE>
Information  Highway.com,  Inc.
Notes  to  the  Consolidated  Financial  Statements


6.   Convertible  Debentures  (continued)

     The  Company  was  incurring  penalties  pursuant  to a Registration Rights
     Agreement  with  the  debenture  holder  in the amount of $30,000 per month
     until  a  registration  statement  for  selling  shareholders  was declared
     effective  by  the  SEC.  The Company has been paying these penalties until
     October  11,  2000  being  the date the Registration Statement was declared
     effective.  The Company's ability to raise funds through private placements
     of  common  stock  was curtailed until the offering by selling shareholders
     was  closed.

     During  the year ended May 31, 2001 convertible debentures of $145,000 plus
     accrued  interest  of  $5,811  were  converted  into 664,646 common shares.

7.   Obligations  Under  Capital  Leases

     The  Company  acquired  computer  equipment  by  way  of  capital  leases.

                                              Total
                                              Lease
                                            Payments
         Fiscal Year                            $

         2002                                  31,561
         2003                                  23,671
                                            ---------
                                               55,232

         Less amount representing interest      1,429
                                            ---------
                                               53,803

         Less current portion                  31,611
                                            ---------
                                               22,192
                                            =========

8.   Related  Party  Balances/Transactions
                                                           2001          2000
                                                             $             $
(a)  Balances

     (i)  Amounts owing to the President of the Company
          and  private  companies under the President's
          control  are  from short-term cash loans, are
          due  on  demand,  unsecured  and non-interest
          bearing.                                        223,892         13,279

     (ii) Amounts  owing  from  public  companies  that
          share office premises and have President's in
          common  are  from  expenses  paid  by   these
          companies  on  behalf of the Company, are due
          on   demand,   unsecured,   and  non-interest
          bearing.                                         12,495       (49,670)
                                                        ------------------------
          Net amount owing (from) to related parties      236,387       (36,391)
                                                        ========================

(b)  Transactions

     See  Note  3(a) for the sale of a travel agency to a related party for fair
     value.


<PAGE>
<TABLE>
<CAPTION>
Information  Highway.com,  Inc.
Notes  to  the  Consolidated  Financial  Statements


9.   Common  Stock
                                                                               Additional
                                                        No. of    Par Value       Paid-in
                                                        Shares       $.0001       Capital
                                                        Issued            $             $
<S>                                                    <C>        <C>         <C>
Balance as at May 31, 1999                             6,469,951         647    1,698,351
  Shares issued for cash pursuant to an offering
     memorandum (Note 9(a)(i))                           129,750          13      461,987
  Shares issued for cash pursuant to a private
     placement (Note 9(a)(ii))                           125,817          13      503,255
Less:  Finders fee paid on private placement                   -           -      (43,500)
       Value of warrants issued to a consultant in
       connection with the private placement                   -           -     (270,820)
  Shares issued pursuant to stock options exercised      523,266          52      658,323
  Shares issued pursuant to warrants exercised           565,050          56      564,994
  Shares issued for services (Note 9(b))                 327,500          33    1,240,330
Net loss for the year
------------------------------------------------------------------------------------------

Balance as at May 31, 2000                             8,141,334         814    4,812,920

  Shares issued for cash pursuant to stock options
     exercised                                            12,500           1        6,249
  Shares issued pursuant to conversion of debentures     664,666          66      150,745
  Shares issued for services (Note 9(b))                 330,000          33      116,355
Net loss for the year                                          -           -            -
------------------------------------------------------------------------------------------

Balance as at May 31, 2001                             9,148,500         914    5,086,269
==========================================================================================
</TABLE>

     Pursuant  to  the  Agreement and Plan of Reorganization the Company assumed
     all common stock obligations of Information Highway, Inc. as they relate to
     stock  based  compensation  plans  and  warrants  issued  to acquire common
     shares.

(a)  Private  placements  of  common  shares  and  warrants

     (i)  The  Company  previously  offered  units  pursuant  to  an  Offering
          Memorandum.  Each  unit  consisted of one common share, one Series "A"
          Warrant  to  acquire  one  additional  common share at $4.00 per share
          expiring  April  30,  2000  (expired),  and  one Series "B" Warrant to
          acquire  one  additional  common  share  at  $6.00  per share expiring
          October  31,  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. The proceeds of this
          private  placement  were allocated on the following basis: $462,000 to
          common  shares,  $47,000  to Series A Warrants and $10,000 to Series B
          Warrants.  The  Series  B  Warrants  are  currently  outstanding.

     (ii) The  Company  previously  offered,  pursuant  to  a private placement,
          1,000,000  units  at $4.00 per unit. Each unit consisted of one common
          share,  and  one  series  C  warrant to purchase one additional common
          share  at  $5.00  per  share  expiring  October 6, 2000 (expired). The
          private  placement  was  completed  on March 2, 2000. On completion, a
          total  of  125,817  common  shares  were issued at $4.00 per share for
          total  proceeds  of  $503,268.  The  Company entered into an Agreement
          relating  to  this  private placement financing and investor relations
          services.  The  Agreement  called  for  a  10% finders fee. A total of
          $43,500 was paid. In addition, 100,000 warrants were issued to acquire
          100,000 common shares exercisable at $4.00 per share expiring December
          1,  2002. The value of these warrants, totalling $270,820, was charged
          against share capital during fiscal 2000. These warrants are currently
          outstanding.


<PAGE>
Information  Highway.com,  Inc.
Notes to the Consolidated Financial Statements


9.   Common  Stock  (continued)

     (b)  Shares  and  warrants  issued  for  services

          During  fiscal  2000, the Company issued 175,000 common shares, valued
          at  $678,900,  pursuant  to  a  Marketing  and  Financial  Consulting
          Agreement,  all  of  which has been charged to operations. Pursuant to
          this  Agreement  the  Company  was  committed  to  file a Registration
          Statement  registering  these  securities  by November 6, 1999. It was
          agreed  that  interest of $23,226 per month be paid until such time as
          the  commitment is met. During fiscal 2000 a total of $147,478 of such
          interest  was  paid  and charged to operations. The Company negotiated
          settlement of the entire obligation with a final payment of $60,000 in
          May,  2000.

          The Company issued 2,500 common shares valued at $22,000 in connection
          with  the Company's Internet portal telephony project. This amount was
          charged  to  operations  in  fiscal  2000.

          The  Company  issued  20,000  common  shares  valued  at  $72,614 to a
          European  investor  relations company. This amount has been charged to
          operations  in  fiscal  2000.

          The  Company  issued  130,000  common  shares  valued  at $466,849 for
          financial  consulting  services.  This  amount  has  been  charged  to
          operations  in  fiscal  2000.

          The  Company paid $60,000 and issued 400,000 warrants to acquire up to
          400,000 common shares exercisable at $3.50 per share expiring November
          15, 2000 (expired) for a three month marketing and advertising program
          including  banner  ads,  news  group  coverage  and  press  release
          distribution.  The  value  of  the  warrants  was  $147,800.  Total
          compensation  expense  of $207,800 was charged to operations in fiscal
          2000.

          The  Company  entered  into  an  Agreement  relating  to  the  private
          placement  financing  described in Note 9(a)(ii). The Agreement called
          for  a  10%  finders  of  $43,500.  In addition, 100,000 warrants were
          issued to acquire 100,000 common shares exercisable at $4.00 per share
          expiring  December  1,  2002.  The  value of these warrants, totalling
          $270,820,  was  charged  against  share  capital  during  fiscal 2000.

          During  fiscal  2001  the Company issued 5,000 common shares valued at
          $9,712,  for  financial  consulting services and 25,000 common shares,
          valued  at  $31,676,  for investor relation consulting services. These
          amounts  have  been  charged  to  operations.

          The  Company  also  issued  300,000 common shares valued at $75,000 to
          secure  access  to  wireless  technology  which  amount was charged to
          operations  in  fiscal  2001.

     (c)  Stock  Option  Plan

          Pursuant  to a stock option plan amended and restated February 8, 2000
          and  expiring  May 31, 2007, the Company has reserved 3,000,000 common
          shares  for  future  issuance.

          The  options  are  granted  for  services  provided  to  the  Company.
          Statement  of  Financial  Accounting  Standards  No.  123 ("SFAS 123")
          requires  that an enterprise recognize, or at its option, disclose the
          impact  of  the  fair  value of stock options and other forms of stock
          based  compensation  in  the  determination of income. The Company has
          elected under SFAS 123 to continue to measure compensation cost on the
          intrinsic value basis set out in APB Opinion No. 25 for employee stock
          options. As options are granted at exercise prices based on the market
          price  of  the  Company's shares at the date of grant, no compensation
          cost  is recognized. However, under SFAS 123, the impact on net income
          and  income  per  share  of  the  fair  value of stock options must be
          measured  and  disclosed  on  a fair value based method on a pro forma
          basis.

          Stock  options for non-employees are valued and charged to operations.

          The  fair  value  of the employee's purchase rights, pursuant to stock
          options,  under  SFAS 123 was estimated using the Black-Scholes model.


<PAGE>
Information  Highway.com,  Inc.
Notes to the Consolidated Financial Statements


9.   Common  Stock  (continued)

     (c)  Stock  Option  Plan  (continued)

          The  weighted  average  number of shares under option and option price
          for  the  year  ended  May  31,  2001  is  as  follows:

                                                     Weighted
                                                     Average
                               Shares    Weighted   Remaining
                               Under      Average    Life of
                               Option     Option     Options
                                 #        Price $    (Months)

          Beginning of year  1,601,900        .25
          Granted               25,000        .25
          Exercised            (12,500)      (.50)
          Cancelled            (50,000)       .25
          Lapsed                     -
                             ----------
          End of year        1,564,400        .25*          36
                             ==========  ==========  =========

     *    Effective  January  17,  2001 the exercise price of stock options with
          respect  to  all  common  shares  were  reduced  to  $.25.


     If  compensation  expense  had  been  determined  pursuant to SFAS 123, the
     Company's  net loss and net loss per share for the years ended May 31, 2001
     and  2000  would  have  been  as  follows:

                                        2001          2000
                                         $             $

          Net loss
             As reported             (2,113,832)   (4,134,545)
             Pro forma               (2,136,004)   (4,897,805)

          Basic net loss per share
                As reported                (.24)         (.55)
                Pro forma                  (.25)         (.66)


10.  Contingent  Liability

     A  Writ  of Summons and Statement of Claim was filed against the Company in
     the  Supreme  Court  of British Columbia in April 1999 by a former employee
     and spouse of the employee (the "Plaintiffs"). The employee was retained by
     the  Company as a consultant on or about December 1996 and was subsequently
     terminated  for  cause  by the Company in December 1997. The Plaintiffs are
     seeking  monetary  damages  related to the alleged remuneration pursuant to
     the  agreement and a stock option between the Company and the employee. The
     total  damages  claimed  amounts  to  $597,000  including  alleged  unpaid
     remuneration  and a stock option benefit. The plaintiff's are also claiming
     5%  of business revenue from the operating subsidiary in Vancouver, Canada.
     This  subsidiary  operated  at a net loss from operations during the period
     from  acquisition  in  December  1996 to date. Management believes that the
     Plaintiff's  alleged  claim is without legal or factual basis and therefore
     have  not accrued any potential losses resulting from this claim except for
     legal  fees  paid  in  establishing  the  defence.  The  Company intends to
     vigorously  defend  this  action.


<PAGE>
Information  Highway.com,  Inc.
Notes to the Consolidated Financial Statements


11.  Segmented  Information

     The Company adopted SFAS No. 131 Disclosure About Segments of an Enterprise
     and  related  information.

     The business of the Company is carried on in one industry segment being the
     provision  of  access  to  the  Internet  and providing services, including
     on-line  publishing,  to  individual  and  corporate  subscribers.

     Up until May 31, 1999 the Company operated in one geographic segment, being
     Canada,  located  in Vancouver, BC and Toronto, Ontario. During fiscal 2000
     the  Company  began expansion of its ISP business into the United States by
     setting  up  Virtual  ISP's.  The Company switched on 50 ports (minimum per
     agreement)  in  each of 7 cities which enabled the Company to service up to
     500  customers  in  each city. The cost of these portals for the year ended
     May  31,  2001 was $304,605 (2000 - $210,334) and was charged to operations
     as  a  general  and  administrative expense. There was no revenue generated
     during  either  year.

     Included  in  cost  of  goods  sold  for  the  year ended May 31, 2000 is a
     one-time  telephone  fee of $220,000 with a service provider. The fees were
     originally  in  dispute.

     The  Company's head office is in Richmond, BC, Canada. The head office does
     not  conduct  any  business specifically related to the Internet . Its sole
     purpose  is  to  provide  administration,  investor  relations services and
     services  relating  to  being  a  public  company.  Included in general and
     administrative  expenses  and  net  loss  is  $866,846  (2000 - $2,604,047)
     relating  to  such activities. The net loss relating to Internet activities
     in  Canada  amounted  to  $717,489  (2000  -  $1,320,164)  and the net loss
     relating  to  US  portal  costs  was  $304,605.


12.  Subsequent  Events

     (a)  On  August  17,  2001 the Company converted debentures of $15,000 plus
          interest  of  $1,089  into  233,852  common  shares.

     (b)  On  July  18,  2001  the Company signed a term sheet to acquire a 100%
          interest  in a privately held company for $35,000,000 of the Company's
          preferred  stock  (new  class  to  be  authorized),  which  will  be
          convertible  into  common  shares  based  on  the  private  company's
          contribution  to  pre-tax  earnings  relative to consolidated retained
          earnings  adjusted  on  December 31, 2003. In any event the conversion
          into  common  shares  will  provide  for no less than 25% of the total
          common  shares  of  the  Company  and no greater than 90% of the total
          common  shares  of  the  Company.  This  acquisition  is  subject  to
          completion  of satisfactory due diligence by both parties, negotiation
          of  a  definitive  agreement  and  the  Company  raising not less than
          $2,000,000  to  be  utilized for funding needs of the private company.


<PAGE>