EXHIBIT 31
CERTIFICATION PURSUANT TO
18 USC, SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Michael Levine, the principal executive and financial officer of Retail
Highway.com, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Retail
Highway.com, Inc. (the "Registrant" or the "Company"), SEC file No.
0-23485;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e)
for the Registrant and have;
a. designed such disclosure controls and procedures to ensure that
material information relating to the Registrant is made known to
me by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the Registrant's disclosure
controls and procedures presented in this report our conclusions
about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluations; and
c. disclosed in this report any change in the Registrant's internal
control over financial reporting that occurred during the
Registrant's most recent fiscal quarter that is materially
affected, or is reasonably likely to materially affect the
Registrant's internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Registrant's auditors and the
Audit Committee of the Registrant's Board of Directors (or persons
performing the equivalent function):
a. all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company's
internal control over financial reporting.
Dated: May 13, 2004 s/Michael Levine
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Michael Levine, Chief Executive Officer