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


                                   FORM 8-K/A1

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                  July 22, 2002



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



     Nevada                      0-23485                        98-0177646
     ------                      -------                        ----------
 State or other            Commission File Number         (IRS Employer ID No.)
jurisdiction of
 incorporation)



                         149 Gainsborough Ave., Suite 2
                            Toronto, Ontario, Canada
                            ------------------------
                    (Address of principal executive offices)

                                     M4L 3C3
                                   (Zip Code)

                             1408-33 Harbour Square
                            Toronto, Ontario, Canada
                            ------------------------
                               (Previous Address)

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









Item 4.  Changes in Registrant's Certifying Accountant.

     Previously,  the  Registrant did file a Report on Form 8-K advising that on
July 22, 2002, Citrin Cooperman & Company LLP, the successor company of Horton &
Company,  L.L.C., the Registrant's  independent  accountant for the Registrant's
fiscal year ended June 30, 2001 and 2000, resigned.  The Registrant's  financial
statements  for its fiscal  year ended June 30, 2001  contained a going  concern
opinion.

     On August 29, 2002,  the Registrant  engaged the  accounting  firm of Stark
Winter  Schenkein  & Co.,  LLP,  independent  public  accountants,  to audit the
Registrant's  fiscal  year  ended  June 30,  2002,  as well as future  financial
statements,  to  replace  the firm of Horton &  Company,  L.L.C.,  which was the
independent  public  accountant as reported in the Registrant's  Form 10-KSB for
the fiscal year ended June 30,  2001,  as filed with the  Securities  & Exchange
Commission.  This change in independent accountants was approved by the Board of
Directors of the Registrant.

     There were no disagreements within the last two fiscal years and subsequent
periods with Horton & Company, L.L.C., on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure, which
disagreement(s),  if not  resolved  to the  satisfaction  of  Horton &  Company,
L.L.C.,  would have caused that firm to make  reference in  connection  with its
reports to the subject matter of the disagreement(s) or any reportable events.

     The  Registrant  had  previously  requested  that Horton & Company,  L.L.C.
furnish it with a letter  addressed to the Commission  stating whether it agrees
with the above  statements.  A copy of such letter,  dated  August 7, 2002,  was
filed as Exhibit 16.1 to the Registrant's initial Form 8-K.



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                                   SIGNATURES

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

                                        RETAIL HIGHWAY.COM, INC.
                                        (Registrant)

                                        Dated: September 3, 2002


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


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