U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under
the Securities Exchange Act of 1934
For Quarter Ended: March 31, 2004
Commission File Number: 0-23485
RETAIL HIGHWAY.COM, INC.
------------------------
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0177646
(IRS Employer Identification No.)
225 MacPherson Ave.
Unit B
Toronto, Ontario, Canada
------------------------
(Address of principal executive offices)
M4V 1A1
-------
(Zip Code)
(416) 367-3213
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(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: Yes
X No .
- ----- ----
The number of shares of the registrant's only class of common stock issued and
outstanding, as of May 13, 2004 was 10,241,867 shares.
Documents incorporated by reference: none
PART I
ITEM 1. FINANCIAL STATEMENTS.
Our unaudited financial statements for the nine month period ended March
31, 2004, are attached hereto.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
Financial Statements and notes thereto included herein. In connection with, and
because it desires to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Company cautions readers
regarding certain forward looking statements in the following discussion and
elsewhere in this report and in any other statement made by, or on the behalf of
the Company, whether or not in future filings with the Securities and Exchange
Commission. Forward looking statements are statements not based on historical
information and which relate to future operations, strategies, financial results
or other developments. Forward looking statements are necessarily based upon
estimates and assumptions that are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of which are
beyond the Company's control and many of which, with respect to future business
decisions, are subject to change. These uncertainties and contingencies can
affect actual results and could cause actual results to differ materially from
those expressed in any forward looking statements made by, or on behalf of, the
Company. The Company disclaims any obligation to update forward looking
statements.
OVERVIEW
We were incorporated on February 17, 1993, under the name "LBF Corporation"
pursuant to the laws of the State of Nevada to engage in any lawful corporate
purpose. In December 1997, we filed a registration statement with the United
States Securities and Exchange Commission on Form 10-SB, registering our common
stock under the Securities Exchange Act of 1934, as amended (the "34 Act"). Our
intention at that time was to seek to acquire assets or shares of an entity
actively engaged in business which generated revenues or provided a business
opportunity, in exchange for our securities. In effect, this filing caused us to
be a full "reporting company" under the 34 Act.
Effective April 17, 1999, we acquired certain assets owned by Michael
Levine, including a proposed electronic commerce web site and the right to
certain business names, including "Shopshopshopping.com," "Retailhighway.com"
and "Greatestmall on earth.com" (the "Assets"). We issued 2,500,000 shares of
our common stock equal to ownership of approximately 33% of our then outstanding
shares, in exchange for all of the Assets. In addition, our shareholders
approved an amendment to our Articles of Incorporation changing our name to
"Retail Highway.com, Inc." Our then management resigned their respective
positions and were replaced by our current management.
As a result of this acquisition, our principal business objective was
changed to becoming a primary portal and transaction point for online extensions
of "Bricks and Mortar" ("BAM") retail stores. As described hereinbelow, as well
as in our Form 10-KSB for our fiscal year ended June 30,
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2003, we have abandoned this business plan and are currently seeking to merge
with or otherwise acquire another business, or otherwise proceed in accordance
with the disclosure below.
Results of Operations/Plan of Operations
Comparison of Results of Operations for the nine month periods ended March 31,
2004 and 2003
We generated no revenues during the nine month periods ended March 31, 2004
and 2003 and it is not anticipated that we will be able to generate any revenues
in the foreseeable future unless we engage in a business combination, as
described herein. We had no costs of sales.
Selling, general and administrative expenses were $25,914 during our nine
month period ended March 31, 2004, compared to $32,034 during the comparable
period in 2003, a decrease of $6,120 (19.1%) This decrease was primarily
attributable to a decrease in our office rent. The expenses incurred during the
nine month period ended March 31, 2004, arose primarily from professional fees
relating to costs associated with our being a reporting company under the
Securities Exchange Act of 1934, as amended, as well as costs associated with
possible acquisitions.
As a result, we incurred a net loss of ($26,139) during the nine month
period ended March 31, 2004 (less than $0.01 per share) as compared to our net
loss of ($32,201) during the comparable period in 2003.
Plan of Operation
We intend to seek to acquire assets or shares of an entity actively engaged
in business which generates revenues, in exchange for its securities. We have no
particular acquisitions in mind but as of the date of this Report, we have
entered into discussions regarding such a business combination.
We have no full time employees. Our Chief Executive Officer, President and
Secretary has agreed to allocate a portion of his time to our business
activities. He anticipates that our business plan can be implemented by his
devoting minimal time per month to our business affairs and, consequently,
conflicts of interest may arise with respect to the limited time commitment by
such officer.
General Business Plan
Our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities presented to us by persons or
firms who or which desire to seek the perceived advantages of an Exchange Act
registered, trading corporation. We will not restrict our search to any specific
business, industry, or geographical location and we may participate in a
business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
our virtually unlimited discretion to search for and enter into potential
business opportunities. Management anticipates that we may be able to
participate in only one potential business venture because we have nominal
assets and limited financial resources. See "Financial Statements." This lack of
diversification should be considered a substantial risk to our
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shareholders because it will not permit us to offset potential losses from one
venture against gains from another.
We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
We have, and will continue to have, a limited amount of capital with which
to provide the owners of business opportunities with any significant cash or
other assets. However, management believes we will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered, trading company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with acquisition of a business opportunity, including the
costs of preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related
reports and documents. The Securities Exchange Act of 1934 (the "34 Act")
specifically requires that any merger or acquisition candidate comply with all
applicable reporting requirements, which include providing audited financial
statements to be included within the numerous filings relevant to complying with
the 34 Act. Nevertheless, our officers and directors have not conducted market
research and are not aware of statistical data which would support the perceived
benefits of a merger or acquisition transaction for the owners of a business
opportunity.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, our officers and directors, none of whom is a professional
business analyst. Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to their attention
through present associations of our officers and directors, or by our
shareholders. In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact our proposed activities; the potential for
growth or expansion; the potential for profit; the perceived public recognition
of acceptance of products, services, or trades; name identification; and other
relevant factors. Our officers and directors expect to meet personally with
management and key personnel of the business
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opportunity as part of their investigation. To the extent possible, we intend to
utilize written reports and personal investigation to evaluate the above
factors. We will not acquire or merge with any company for which audited
financial statements cannot be obtained within a reasonable period of time after
closing of the proposed transaction.
Management, while not especially experienced in matters relating to our new
business, shall rely upon their own efforts and, to a much lesser extent, the
efforts of our shareholders, in accomplishing our business purposes. It is not
anticipated that we will utilize any outside consultants or advisors to
effectuate our business purposes described herein. However, if we do retain such
an outside consultant or advisor, any cash fee earned by such party will need to
be paid by the prospective merger/acquisition candidate, as we have no cash
assets with which to pay such obligation. There are no present contracts or
agreements with any outside consultants and none are anticipated in the future.
We will not restrict our search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer.
While we reviewed various potential merger or acquisition candidates during
the nine month period ended March 31, 2004, no definitive agreement has been
reached with any such party and we are continuing to explore various potential
opportunities as of the date of this report.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that our present management and shareholders will no longer be in
control of our company. In addition, our directors may, as part of the terms of
the acquisition transaction, resign and be replaced by new directors without a
vote of our shareholders.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, we may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it will be undertaken by the surviving entity after we have
successfully consummated a merger or acquisition and we are no longer considered
a "shell" company. Until such time as this occurs, we will not attempt to
register any additional securities. The issuance of substantial additional
securities and their potential sale into any trading market which may develop in
our securities may have a depressive effect on the value of the our securities
in the future, if such a market develops, of which there is no assurance.
While the actual terms of a transaction to which we may be a party cannot
be predicted, it may be expected that the parties to the business transaction
will find it desirable to avoid the creation of a taxable event and thereby
structure the acquisition in a so-called "tax-free" reorganization under
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Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, our shareholders would retain less than 20% of the issued
and outstanding shares of the surviving entity, which would result in
significant dilution in the equity of such shareholders.
As part of our investigation, our officers and directors will meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis of verification of certain information
provided, check references of management and key personnel, and take other
reasonable investigative measures, to the extent of our limited financial
resources and management expertise. The manner in which we participate in an
opportunity will depend on the nature of the opportunity, the respective needs
and desires of us and other parties, the management of the opportunity and our
relative negotiation strength and such other management.
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of stock which the target
company shareholders would acquire in exchange for all of their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, our shareholders will in all likelihood hold a
substantially lesser percentage ownership interest following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event we acquire a target company with substantial assets. Any merger or
acquisition effected by us can be expected to have a significant dilutive effect
on the percentage of shares held by our then shareholders.
We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with our attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.
As stated hereinabove, we will not acquire or merge with any entity which
cannot provide independent audited financial statements within a reasonable
period of time after closing of the proposed transaction. We are subject to all
of the reporting requirements included in the 34 Act. Included in these
requirements is the affirmative duty to file independent audited financial
statements as part of our Form 8-K to be filed with the Securities and Exchange
Commission upon consummation of a merger or acquisition, as well as our audited
financial statements included in its annual report on Form 10-KSB. If such
audited financial statements are not available at closing, or within time
parameters necessary to insure our compliance with the requirements of the 34
Act, or if the audited financial statements provided do not conform to the
representations made by the candidate to be acquired in the closing documents,
the closing documents will provide that the proposed transaction will be
voidable, at the discretion of our present management. If such transaction is
voided, the agreement will also contain a provision providing for the
acquisition entity to reimburse us for all costs associated with the proposed
transaction.
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Liquidity and Capital Resources
At March 31, 2004, we had $2,115 in cash. Also at March 31, 2004, we had
accounts payable in the amount of $53,159 and two (2) outstanding loans payable.
One of these loans is in the principal amount of $31,592, which is due to Mr.
Levine and arose out of expenses incurred by Mr. Levine on our behalf and
includes $6,000 advanced by Mr. Levine during the three month period ended March
31, 2004. This loan is unsecured, due upon demand and does not accrue interest.
Additionally, in September 2002, we executed a note in favor of Mr. Levine
in the principal amount of $10,000, in order to allow us to pay our obligations
to third parties. This note is convertible into shares of our common stock at a
conversion price of $0.0075 per share and is due on the earlier of (i) our
successfully consummating a merger or acquisition; or (ii) one year from the
date of the note, which date has subsequently been extended for an additional
year as of the date of this report. Interest accrues at the rate of 3% per
annum. While no assurances can be provided, we believe that the terms of this
note are more favorable to us than would have been provided by a commercial
lending institution, if we could have identified such a lender, which we could
not.
As of the date of this Report, our current cash position is not sufficient
to meet our current obligations. Furthermore, as we continue operations we
expect to incur additional costs and expenses related to the implementation of
our business plan described above. To meet these obligations, it is anticipated
that current management may need to make loans to us, or otherwise make other
arrangements with these creditors. Because we are not currently required to pay
salaries to any of our officers or directors, management believes that we will
be able to continue operations through the foreseeable future. However, because
of our working capital deficit, stockholders' deficit and history of operating
losses, there is substantial doubt about our ability to continue as a going
concern. It is further anticipated that we will continue to incur expenses
without corresponding revenues during the foreseeable future.
Inflation
Although management expects that our operations will be influenced by
general economic conditions, we do not believe that inflation had a material
effect on our results of operations during the nine month period ended March 31,
2004.
ITEM 3. CONTROLS AND PROCEDURES
Within 90 days prior to the date of filing of this quarterly report on Form
10-QSB, we carried out an evaluation, under supervision and with the
participation of our management, including our CEO, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, our CEO concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to us required to be included in our periodic SEC
filings. Subsequent to the date of that evaluation, there have been no changes
in internal controls or in other factors that could significantly affect
internal controls, nor were any corrective actions required with regard to
significant deficiencies and material weaknesses.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There were no legal proceedings which we commenced, or which were filed or
threatened against our Company during the nine month period ended March 31,
2004.
ITEM 2. CHANGES IN SECURITIES - NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
NONE
ITEM 5. OTHER INFORMATION - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
31. Certification of Financial Statements in accordance
with Section 302 of the Sarbanes-Oxley Act of 2002
32. Certification of Financial Statements in accordance
with Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
We did not file any reports on Form 8-K during the nine month period ended
March 31, 2004.
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RETAIL HIGHWAY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 2004
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash $ 2,115
Prepaid expenses 816
-----------
Total current assets 2,931
-----------
FURNITURE AND FIXTURES, net of accumulated
depreciation of $2,046 1,919
-----------
$ 4,850
===========
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 53,159
Due to related party 31,592
Convertible note payable - related party 10,000
-----------
Total current liabilities 94,751
-----------
STOCKHOLDERS' (DEFICIT)
Preferred stock, $0.001 par value, 25,000,000 shares
authorized, no shares issued and outstanding --
Common stock, $0.001 par value, 50,000,000 shares
authorized, 10,241,867 shares issued and outstanding 10,242
Additional paid in capital 1,474,625
(Deficit) accumulated during development stage (1,574,768)
-----------
Total stockholders' (deficit) (89,901)
-----------
$ 4,850
===========
The accompanying notes are an integral part of these financial statements.
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RETAIL HIGHWAY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
February 17, 1993
(inception)
Three months ended March 31, Nine months ended March 31, through
2004 2003 2004 2003 March 31, 2004
------------ ------------ ------------ ------------ -----------------
REVENUE $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ -----------------
GENERAL AND ADMINISTRATIVE EXPENSES 6,555 8,975 25,914 32,034 1,595,811
------------ ------------ ------------ ------------ -----------------
(LOSS) FROM OPERATIONS (6,555) (8,975) (25,914) (32,034) (1,595,811)
------------ ------------ ------------ ------------ -----------------
OTHER INCOME (EXPENSE)
Interest income -- -- -- -- 36,304
Interest expense (75) (75) (225) (167) (467)
(Loss) on sale of property and equipment -- -- -- -- (14,794)
------------ ------------ ------------ ------------ -----------------
(75) (75) (225) (167) 21,043
------------ ------------ ------------ ------------ -----------------
NET (LOSS) $ (6,630) $ (9,050) $ (26,139) $ (32,201) $ (1,574,768)
============ ============ ============ ============ =================
PER SHARE INFORMATION:
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - (BASIC AND DILUTED) 10,241,867 9,241,867 10,241,867 9,241,867 6,374,248
============ ============ ============ ============ =================
NET (LOSS) PER COMMON SHARE
(BASIC AND DILUTED) $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.25)
============ ============ ============ ============ =================
The accompanying notes are an integral part of these financial statements.
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RETAIL HIGHWAY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
February 17, 1993
(inception)
Nine months ended March 31, through
2004 2003 March 31, 2004
----------- ----------- -----------------
CASH FLOW FROM OPERATING ACTIVITIES
Net cash (used in) operating activities $ (13,747) $ (14,400) $ (567,244)
----------- ----------- -----------------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of applied for patent -- -- (10,130)
Proceeds from sale of property and equipment -- -- 5,123
Acquisition of property and equipment -- -- (725,969)
----------- ----------- -----------------
Net cash (used in) investing activities -- -- (730,976)
----------- ----------- -----------------
CASH FLOW FROM FINANCING ACTIVITIES
Net proceeds from stock issuance -- -- 1,284,335
Proceeds from convertible note payable - related party -- 10,000 10,000
Proceeds from note payable - related party -- -- 25,000
Advances - related party 6,000 -- 6,000
Payments on note payable - related party -- -- (25,000)
----------- ----------- -----------------
Net cash provided by financing activities 6,000 10,000 1,300,335
----------- ----------- -----------------
Net increase (decrease) in cash (7,747) (4,400) 2,115
CASH AT BEGINNING OF PERIOD 9,862 4,891 --
----------- ----------- -----------------
CASH AT END OF PERIOD $ 2,115 $ 491 $ 2,115
=========== =========== =================
The accompanying notes are an integral part of these financial statements.
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RETAIL HIGHWAY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2004
(UNAUDITED)
Note 1. Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information. They do not include all of the information
and footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation, have been included in the
accompanying unaudited financial statements. Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year. For further information, refer to the financial statements and
notes therto, included in the Company's Form 10-KSB as of and for the year ended
June 30, 2003.
Note 2. Going Concern
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of the Company as a going concern. The Company has
incurred losses since inception of $1,574,768, has a working capital (deficit)
of $91,820 and stockholders' (deficit) of $89,901 at March 31, 2004. The
Company's ability to continue as a going concern is contingent upon its ability
to obtain capital or be party to an acquisition agreement. The Company is
reliant on advances from related parties to maintain operations and is currently
seeking acquisition candidates. However, the Company has no firm commitments for
obtaining capital or effecting a merger.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
Note 3. Earnings Per Share
The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards 128, "Earnings per Share." Basic earnings (loss)
per share is calculated by dividing net income (loss) by the weighted average
number of common shares outstanding for the period. Diluted earnings (loss) per
share is calculated by dividing net income (loss) by the weighted average number
of common shares and dilutive common stock equivalents outstanding. During the
periods presented, common stock equivalents were not considered, as their effect
would be anti-dilutive.
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RETAIL HIGHWAY.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2004
(UNAUDITED)
Note 4. Convertible Note Payable - Related Party
On September 9, 2002 the Company received a loan in the amount of $10,000 from a
related party. The promissory note bears interest at 3% and is convertible into
1,333,333 shares of the Company's common stock at the holder's request. Upon
conversion, any difference between the fair market value of the common stock and
its implicit value will be recorded as an expense. The note was originally due
on September 9, 2003 and has been extended for one year to September 9, 2004.
The Company has accrued interest of $467 related to this promissory note, which
is included in due to related party.
Note 5. Related Party Advance
During the period ended March 31, 2004, the Company's President advanced $6,000
to the Company, for working capital.
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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 report to be signed on its
behalf by the undersigned, thereunto duly authorized.
RETAIL HIGHWAY.COM, INC.
(Registrant)
Dated: May 13, 2004
By s/ Michael Levine
-----------------------------------
Michael Levine,
President and Secretary
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