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, 2001

                         Commission File Number: 0-25725



                                V-FORMATION, INC.
        (Exact name of small business issuer as specified in its charter)


                            BUCKEYE OIL AND GAS, INC.
                           (Former name of registrant)


                                   New Jersey
         (State or other jurisdiction of incorporation or organization)


                                   22-3345169
                        (IRS Employer Identification No.)


                              170 Beaver Brook Road
                                Lincoln Park, NJ
                    (Address of principal executive offices)

                                      07025
                                   (Zip Code)

                                 (973) 872-9400
                           (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 14, 2001, was 14,471,045 shares.



<PAGE>



                                     PART I


ITEM 1. FINANCIAL STATEMENTS.

     The  unaudited  financial  statements  for the three months ended March 31,
2001, 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 we desire to take  advantage  of, the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, 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 our 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 us, or on our behalf.  We disclaim any  obligation to update
forward looking statements.

OVERVIEW

     V-Formation,  Inc. ("we",  "us", "our" or "the Company) is a multi-faceted,
innovative,  sports technologies  company that has made significant  advances in
the development and marketing of the first major evolution in inline skates. Our
objective is to become the premier sports and related  technologies  firm in the
sports product and  entertainment  industry.  We  manufacture  and sell patented
V-configuration  roller skates, as well as "cutting edge" extreme sports apparel
under the Nexed brand name, to sporting goods retailers  located  throughout the
United States and Canada.

     Effective March 16, 2001,  pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") and Rule 12(g)(3)(a) of the Securities Exchange Act of 1934,
as amended  (the "1934  Act"),  we  acquired  all of the  outstanding  shares of
Buckeye Oil & Gas,  Inc., a public  reporting  company,  in exchange for 478,082
shares of our common stock and the cash payment of $150,000.  The shares  issued
represent approximately 2.5% of our issued and outstanding common

                                        2

<PAGE>



stock at the time of closing.  We were the surviving entity and by virtue of the
merger, we became a reporting company under the 1934 Act.

     We believe that, with suitable capital funding,  we will be well positioned
to make  substantial  market  penetration  with respect to our product lines and
capture market share,  substantially fueling our growth.  Additionally,  through
the use and  acquisition of  intellectual  properties  which are either owned or
licensed exclusively by us, we have effectively established the broad foundation
we have used to attain the accomplishments we have enjoyed to date. Furthermore,
we intend to use our intellectual properties as a springboard for future growth.
Presently,  all our sports products  incorporate  next generation  technology in
their  design and  implementation.  Importantly,  all our key  technologies  are
proprietary, licensable and transferable.

     The  following  information  is intended to highlight  developments  in our
operations  to  present  our  results  of  operations,  to  identify  key trends
affecting our businesses and to identify other factors  affecting our results of
operations for the three month periods ended March 31, 2001 and 2000.

RESULTS OF OPERATIONS

     Comparison  of Results of  Operations  for the Three Months Ended March 31,
2001 and 2000

     Our  revenues  decreased to $199,819 for the three month period ended March
31, 2001 from  $264,547  for the similar  period in 2000,  a decrease of $64,728
(24.5%).  This  decrease in revenues was  attributable  to the  inability of our
suppliers  to obtain  raw  materials  in a timely  manner to meet the demand for
orders  during this period.  We currently  have  approximately  $700,000 in back
orders,  due  primarily  to this  situation.  We view  this  issue as a one time
problem and believe that this problem has been remedied.

     In the three months ended March 31, 2001, costs of sales also decreased, to
$191,192  compared to $227,310  for the  similar  period in 2000,  a decrease of
$36,118 (15.9%). This was due primarily to the decrease in revenues described in
the paragraph  above,  as well as due to the closing of a factory,  as discussed
below.  When we  closed  this  factory,  we sold  inventory  at lower  prices to
facilitate the factory closing.

     Selling,  general and administrative expenses were $1,393,278 for the three
months  ended March 31,  2001,  compared to $745,488  for the similar  period in
2000, an increase of $647,790 (86.9%).  This increase was due primarily to costs
associated with the acquisition of two of our wholly owned subsidiaries,  On Net
Sports and Soft Machine,  Inc.,  which were  acquired  during the latter part of
2000 and the first quarter of 2001. These costs totaled approximately

                                        3

<PAGE>



$207,000.  In addition,  we retained KPMG as our financial  advisors  during the
last quarter of 2000.  First quarter  expenses  applicable to this  relationship
were approximately $70,000.

     Also,  during the three month period  ended March 31,  2001,  we incurred a
one-time charge of $102,643,  arising from the closing of our warehouse facility
in  Paterson,  NJ.  This  warehouse  facility  is now  located in  Colorado  for
efficiency purposes.

     During the three month period ended March 31, 2000,  we also incurred a one
time charge of  $4,410,000,  which was paid by the issuance of 735,000 shares of
our common stock.  This charge arose out of the  settlement of claims against us
relating to the settlement of a 1996  transaction in which the plaintiffs  acted
as brokers by introducing  various  parties that  subsequently  invested  equity
capital into our company. These investors acquired our Series B Preferred Stock.
Although a part of that transaction was later rescinded and we agreed to repay a
portion  of the  proceeds  invested  (in the  form of a  loan),  the  plaintiffs
asserted  that  they  were  entitled  to a  finder's  fee for  having  made  the
introductions.

     Interest expense decreased from $16,048 in the three months ended March 31,
2000, to $1,044 for the three months ended March 31, 2001, a decrease of $15,004
(93.5%).  This  decrease  was due to lower debt  balances  on which  interest is
calculated, along with an accelerated debt payment made in the prior period. See
"Liquidity and Capital Resources" below.

     As a result,  we generated a net loss of $(1,621,249)  for the three months
ended March 31, 2001 ($.16 per share) compared to a net loss of $(5,246,594) for
the three months ended March 31, 2000 ($.77 per share).

LIQUIDITY AND CAPITAL RESOURCES

     At March 31, 2001, we had $2,284,592 in cash and cash equivalents. Accounts
receivable  decreased to $87,752 from  $173,349 at December 31, 2000, a decrease
of $85,597  (49.4%),  which our management  attributes to the fact that seasonal
sales at the end of December would normally create a higher  receivable  balance
at that time.

     At March 31, 2001, we had certain  outstanding  notes payable,  including a
note payable in 18 equal quarterly  installments of $77,153,  including interest
at 8%, which  commenced  April 1, 1998 and is due July 1, 2002.  These notes are
collateralized by consent judgments in favor of the creditors and are guaranteed
by certain of our officers. These agreements also contain certain covenants that
restrict officers compensation, the making of loans and prohibit the declaration
or payment of cash dividends during the term of the note.


                                        4

<PAGE>



     In addition,  we have an  outstanding  note  payable  which had a principal
balance of $140,000 at March 31, 2001.  This note is unsecured,  payable in five
annual installments of $35,000 without interest,  which payments commenced March
31,  2001.  The unpaid  balance of the note is payable in full in the event of a
sale or merger of our  company,  or in the event we receive  net funding of $1.5
million or more from an equity offering.

TRENDS

     Our strategy is to direct our current  efforts to increase sales and market
penetration.  While no  assurances  can be  provided,  we believe  that our core
business,  the wholesale  distribution  and marketing of "Nexed"  branded roller
skates,  apparel  and  accessories,  will  substantially  grow  over the next 12
months.  In  support  of  this  contention,  the  Sporting  Goods  Manufacturing
Association  activity  report  dated April 30,  2001,  cites the sport of inline
skating  as  "the  third  most  popular  sports  for  youth  based  on  frequent
participation"  for ages 6-17. We remain  confident  that this growth trend will
continue and as a result,  our sales  revenues and market share will continue to
grow in a proportional manner.

     We are also exploring  possible  diversification  of our business.  In this
regard, we have identified three possible  acquisition  candidates  operating in
(i) the food and beverage industry; and (ii) fiber optics industry. If acquired,
we  will  most  likely  issue  shares  of  our  common  or  preferred  stock  as
consideration,  along with  nominal  cash.  We are  currently  discussing  these
acquisitions  and  believe  that,  based upon our  management's  prior  business
experience,  there  exists a  mutual  synergy  that  could  ultimately  generate
substantial profits. However, there can be no assurance that we will acquire any
of these businesses, or if acquired, that these businesses will be profitable.

INFLATION

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material affect on the results of operations
during the three months ended March 31, 2001.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We are party to various judicial and administrative matters,  including the
following:

     In  December  1999,   the  New  Jersey  Bureau  of  Securities   served  an
administrative complaint on us alleging that we had sold unregistered securities
and used unregistered agents for the

                                        5

<PAGE>



purpose  and that we had failed to disclose or  misstated  material  information
about us in selling our  securities.  This  administrative  complaint  was never
formally docketed. We denied any and all allegations.

     In March 2001,  the New Jersey Bureau of Securities  entered into a Consent
Decree with us, wherein we,  without  admitting or denying any  wrongdoing,  did
agree to pay  $212,000  over a nine (9)  month  period  in equal  increments  of
$23,555.  All payments  have been made in a timely manner as of the date of this
Report.

     In January  2001,  we filed a complaint  against  Benetton  Group,  SPA and
Roller Blade, Inc. in the United States District Court, Southern District of New
York, Docket No. 01 CIV 510, wherein we have alleged willful infringement of our
patent  rights for our inline skate frames.  Upon  information  and belief,  the
defendants  are making,  using and offering to sell inline skate  products which
infringe on our patents.  The defendants  have filed an answer and the matter is
currently in the discovery phase. Our complaint  requests  injunctive relief, an
accounting of profits and an award of monetary damages.  While no assurances can
be provided, we are optimistic about the likelihood of success.

     In February 2001, we filed a complaint in the United States District Court,
Southern  District of New York,  Docket No. 01 CV 1298,  against adidas America,
Salomon North America,  Inc.,  Salmon S.A.,  adidas AG and adidas Salmon AG, for
willful  infringement  of  certain of our  patent  rights  for our inline  skate
frames.  Upon  information  and belief,  the  defendants  are making,  using and
offering to sell inline skate products which infringe on certain of our patents.
Our complaint requests  injunctive relief, an accounting of profits and an award
of monetary damages. In March 2001, we voluntarily dismissed this action without
prejudice,  after we executed an agreement with the  defendants.  This agreement
provides that the parties will enter into settlement discussions for a period of
75 days. If no agreement has been reached during these discussions, we intend to
refile our complaint.

     In March 2001,  we filed a complaint in the United States  District  Court,
Southern District of New York, Docket No. 01 CIV 2262, against MGM S.P.A.,  Fila
Holding S.P.A. and Fila U.S.A., Inc., for willful infringement of certain of our
patent rights for our inline skates. Upon information and belief, the defendants
are making,  using and offering to sell inline skate  products which infringe on
certain of our patents.  Our complaint requests injunctive relief, an accounting
of profits  and an award of  monetary  damages.  As of the date of this  report,
service  of our  complaint  is  being  effectuated  on the  foreign  defendants.
Thereafter,  appropriate  discovery  will  commence.  While no assurances can be
provided, we are optimistic about the likelihood of success.


                                        6

<PAGE>



     In April 2001,  we filed a complaint in the United States  District  Court,
Southern  District  of New York,  Docket  No. 010 CIV 1693,  against  First Team
Sports,  Inc. for willful  infringement  of certain of our patent rights for our
inline skates, as well as breach of contract.  Upon information and belief,  the
defendant  is making,  using and offering to sell inline  skate  products  which
infringe on certain of our patents. Our complaint requests injunctive relief, an
accounting of profits and an award of monetary  damages.  Service of process has
not yet been  effectuated upon the defendant.  Once service is completed,  it is
expected  that  the  parties  will  commence  appropriate  discovery.  While  no
assurances  can be  provided,  we are is  optimistic  about  the  likelihood  of
success.

     On June 1, 2000,  Warren  Depree,  a former  employee,  filed a three count
complaint  against  us,  alleging a  violation  of the New Jersey  Conscientious
Employee  Protection  Act,  wrongful acts sounding and intentional  torts.  This
matter is  currently  pending in the  Superior  Court of New  Jersey,  Hunterdon
County, Warren Depree v. V-Formation,  Inc., Docket No. HNT-L-325-00.  It is our
position  that  all  of the  claims  are  without  merit  and we are  vigorously
defending this matter.

     Librie vs. V-Formation, Inc. was commenced in Superior Court of New Jersey,
Passaic County in January 1999,  alleging damages for injuries  sustained due to
an alleged design defect.  Following the deposition of the plaintiff, it appears
that the current  basis of the claim  suggests a design  defect  which would not
allow the  wheels to slide  during a T-stop  configuration.  This  represents  a
change  in the  plaintiff's  liability  theories  from  the  one  stated  in the
complaint, which alleged an absence of breaking components.  While no assurances
can be  provided,  we believe  the  liability  aspects of this claim are without
merit.  Attorneys for our product liability insurance provider are handling this
matter.

     V-Formation, Inc. v. John B.M. Frohling, Esq. was commenced in the Superior
Court of New Jersey for Essex  County in June 1999.  We alleged  malpractice  in
connection with our previous legal counsel.  We are seeking the full recovery of
fees and additional  recovery for punitive  damages.  The matter is still in the
discovery phase.  However, we have recently learned that the defendant has filed
for protection in the United States Bankruptcy Court.  Appropriate  applications
have been made for relief from the automatic stay.

     Tenzer-Greenblatt  v. V-Formation,  Inc. was commenced in the Supreme Court
of the State of New York,  Index No.  123484-99.  Tenzer-Greenblatt,  our former
securities counsel, filed an arbitration petition pursuant to the fee engagement
agreement of February  29, 1997  between the  parties.  They claim they are owed
attorneys fees of $127,891  relative to securities  work performed on our behalf
and in  connection  with our  defense  of  another  matter,  described  above in
"Liquidity and Capital Resources." All

                                        7

<PAGE>



counterclaims  which we have against the  plaintiff can and will be raised in an
arbitration forum.

Subsequent Event

     In April 2001,  Vertex  Capital  Corp.  filed a complaint  against us in US
Federal Court for the Southern District of New York, seeking damages for alleged
breach of contract  and unjust  enrichment.  We have not yet filed our answer or
any  counterclaims.  It is our position  that these claims are without merit and
will be  vigorously  defended and we may assert  counterclaims  when we file our
responsive pleading.

     We have been named as a defendant in several  other  lawsuits in the normal
course of our business.  In the opinion of  management,  after  consulting  with
legal counsel,  the liabilities,  if any,  resulting from these matters will not
have a material effect on our financial statements.

ITEM 2. CHANGES IN SECURITIES

     In addition to the  issuance of our common  stock  described in "Results of
Operations" above,  effective March 16, 2000,  pursuant to an Agreement and Plan
of  Reorganization  between us and  Buckeye  Oil and Gas,  Inc.  ("Buckeye"),  a
Colorado  corporation,  all  outstanding  shares of common stock of Buckeye were
exchanged for 478,082 shares of our common stock and other cash consideration in
a transaction in which we were the surviving company.

     Also, in March 2001, we sold 190,165  shares of our common stock at a price
of $3.00 per share to 21  "accredited  investors"  (as that term is  defined  in
Regulation D promulgated  under the  Securities  Act of 1933,  as amended),  for
total proceeds of $570,495.  Further,  in March 2001,  20,000 warrants which had
previously been issued were exercised by the holders thereof, which warrants had
an exercise price of $3.00 per share. We received  aggregate proceeds of $60,000
therefrom.  Finally,  also in March 2001,  certain of our  management  exercised
3,712,966  common  stock  purchase  warrants  previously  issued  to  them at an
exercise price of $.10 per warrant.  We received  aggregate proceeds of $371,297
from these exercises.

     In each of the aforesaid  transactions,  we relied upon the exemption  from
registration  afforded  by Section  4(2) under the  Securities  Act of 1933,  as
amended, and/or Regulation D promulgated thereunder to issue the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     NONE

                                        8

<PAGE>




ITEM 5. OTHER INFORMATION - NONE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K -

     (a) Exhibits - none

     (b) Reports on Form 8-K

     During the three month period  ended March 31,  2001,  we filed a report on
Form 8-K dated March 16, 2001,  advising that we had successfully  consummated a
merger with Buckeye Oil & Gas, Inc., a public reporting  company.  Also included
in this report was disclosure that we had changed our  independent  accountants,
from Kish, Leake & Associates, P.C., to Horton & Company, LLP.



                                        9

<PAGE>


                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                   March 31,    December 31,
                                                     2001          2000
                                                -------------  -------------
                                                 (unaudited)
Current assets:
   Cash                                         $   2,284,592  $     709,351
   Accounts receivable, net of
      allowance for doubtful accounts
      of $21,000 in 2001 and 2000                      87,752        173,349
   Inventories                                         84,977        366,253
   Prepaid expenses and other current assets           92,864         44,757
                                                -------------  -------------

               Total current assets                 2,550,185      1,293,710

Property and equipment, net                           369,554        334,339

Patents and trademarks,
   net of accumulated amortization
   of $130,315 in 2001 and $119,563 in 2000           522,662        521,119

Cost in excess of net assets acquired,
   net of accumulated amortization                  1,584,246              -

Security deposits                                      38,437         37,437
                                                -------------  -------------

                                                $   5,065,084  $   2,186,605
                                                =============  =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt         $     325,495  $     334,227
   Accounts payable and accrued expenses              564,335        510,096
                                                -------------  -------------

               Total current liabilities              889,830        844,323
                                                -------------  -------------

Long-term debt, net of current maturities             254,797        290,607
                                                -------------  -------------

Stockholders' equity:
  Preferred stock - no par value,
    7,500,000 shares authorized,
    1,475,148 shares issued, 1,474,064
    shares outstanding in 2001 and 2000             5,286,470      5,286,470
  Common stock - no par value,
    45,000,000 shares authorized,
    14,922,363 shares issued,
    14,315,914 shares outstanding in 2001
    10,516,150 shares issued,
    10,038,234 shares outstanding in 2000          27,622,175     25,180,805
  Additional paid-in capital                       30,693,116     30,693,116
   Subscriptions receivable                           (22,000)    (2,457,545)
   Accumulated deficit                            (59,063,115)   (57,441,822)
   Treasury stock at cost, 607,533 shares
     in 2001 and 479,000 shares in 2000              (596,189)      (209,349)
                                                -------------  -------------

                                                    3,920,457      1,051,675

                                                $   5,065,084  $   2,186,605
                                                =============  =============

            See notes to condensed consolidated financial statements

                                       10


<PAGE>



                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                    Three-month period
                                                      ended March 31,
                                                 ------------------------
                                                     2001         2000
                                                 -----------  -----------
                                                 (unaudited)

Sales                                            $   199,819  $   264,547

Cost of goods sold                                   191,192      227,310
                                                 -----------  -----------

Gross profit                                           8,627       37,237
                                                 -----------  -----------

Operating expenses:
   Selling and promotional                           349,936      148,612
   General and administrative                      1,043,342      596,876
   Factory closing charges                           102,643            -
   Research and development                           82,943       65,021
   Depreciation and amortization                      35,012       28,116
                                                 -----------  -----------

                                                   1,613,876      838,625
                                                 -----------  -----------

Loss from operations before stock-based
   compensation                                   (1,605,249)    (801,388)
                                                 -----------  -----------

Operating expenses paid in stock and warrants:
   Fees and commissions                               15,000       19,158
   Litigation settlement                                   -    4,410,000
                                                 -----------  -----------
                                                      15,000    4,429,158

Loss from operations                              (1,620,249)  (5,230,546)

Interest expense                                      (1,044)     (16,048)
                                                 -----------  -----------

Net loss                                         $(1,621,293) $(5,246,594)
                                                 ===========  ===========


Loss per common share                            $     (0.16) $     (0.77)
                                                 ===========  ===========

Weighted average shares outstanding               10,228,353    6,820,572
                                                 ===========  ===========





            See notes to condensed consolidated financial statements

                                       11


<PAGE>

<TABLE>

                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                                 Three-month period
                                                                   ended March 31,
                                                              ------------------------
                                                                 2001          2000
                                                              -----------  -----------
                                                              (unaudited)
<S>                                                           <C>          <C>
Cash flows from operating activities:
   Net loss                                                   $(1,621,293) $(5,246,594)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Depreciation and amortization                             35,012       28,116
         Fees and commissions paid in stock and warrants           15,000            -
         Litigation settlement paid in stock and warrants               -       19,158
         Debt incurred in litigation settlement                         -    4,410,000
         Charitable contributions paid in stock and warrants            -      195,000
         Factory closing charges                                  102,643            -
         Changes in operating assets and liabilities:
            (Increase) decrease in accounts receivable             85,597      (78,209)
            (Increase) decrease in inventories                    188,685        2,882
            (Increase) decrease in prepaid expenses
               and other current assets                           (48,107)     (28,994)
            (Increase) decrease in security deposits               (1,000)        (950)
            Increase (decrease) in accounts payable                54,238      (26,740)
            Increase (decrease) in accrued expenses                     -      (20,650)
                                                              -----------  -----------

                  Net cash used in operating activities        (1,189,225)    (746,981)
                                                              -----------  -----------

Cash flows from investing activities:
   Capital expenditures for equipment, patents and trademarks     (81,821)     (35,270)
   Expenditures from business combination                        (150,000)           -
                                                              -----------  -----------

                 Net cash used in investing activities           (231,821)     (35,270)
                                                              -----------  -----------

Cash flows from financing activities:
   Principal payments under loan agreements                       (44,542)     (71,520)
   Proceeds from issuance of common stock                       3,427,669            -
   Proceeds from issuance of preferred stock                            -      913,208
   Purchase of treasury stock                                    (386,840)           -
                                                              -----------  -----------

                 Net cash provided by financing activities      2,996,287      841,688
                                                              -----------  -----------

Net increase in cash                                            1,575,241       59,437

Cash, beginning of period                                         709,351      160,186
                                                              -----------  -----------

Cash, end of period                                           $ 2,284,592  $   219,623
                                                              ===========  ===========
</TABLE>

            See notes to condensed consolidated financial statements

                                       12


<PAGE>


                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

                                 March 31, 2001


1.   Basis of presentation

     The condensed  consolidated  financial statements have been prepared by the
     Company,  without  audit,  pursuant  to the  rules and  regulations  of the
     Securities and Exchange  Commission and reflect all adjustments  which are,
     in the opinion of management,  necessary to present fairly the  information
     required  herein.  Certain  information and footnote  disclosures  normally
     included in the financial  statements prepared in accordance with generally
     accepted accounting principles have been omitted pursuant to such rules and
     regulations, although management believes that the disclosures are adequate
     to make the information  presented not misleading.  This information should
     be read in  conjunction  with the Company's  Form 8-K filed March 16, 2001.
     The results of operations for the three-month  periods ended March 31, 2001
     and 2000 are not necessarily  indicative of the results of operations to be
     expected for the full year.

2.   Nature of business

     V-Formation,  Inc. (the  "Company"),  was  organized in January  1995.  The
     Company  manufacture  and sells patented  V-configuration  roller skates to
     sporting goods retailers  located  throughout the United States and Canada.
     During 1999, the Company  acquired the Nexed brand of hockey  equipment and
     apparel.  During 2000, the Company acquired On Net Sports, Inc. ("ONSI"), a
     development stage company that has no operations to date. In addition,  the
     Company   incorporated  Soft  machine,   Inc.  ("SMI")  as  a  wholly-owned
     subsidiary to acquire certain software and intellectual properties. SMI has
     had no operations to date.

3.   Net loss per common share

     Net loss per common share is computed based on the weighted  average number
     of shares of common stock outstanding for the periods presented. The effect
     of stock  options and warrants on the net loss per share was  anti-dilutive
     for the periods presented.

4.   Business combination

     Effective   March  14,  2001,   pursuant  to  an  Agreement   and  Plan  of
     Reorganization  (the "Merger  Agreement"),  the Company acquired all of the
     outstanding   shares  of  Buckeye  Oil  and  Gas,   Inc.   ("Buckeye"),   a
     publicly-held corporation,  in exchange for 478,082 shares of the Company's
     common  stock  and a payment  of  $150,000.  The  shares  issued  represent
     approximately 2.5% of the Company's  outstanding  securities  subsequent to
     the transaction. V-Formation was the surviving corporation and by virtue of
     the  merger,  became a  fully-reporting  publicly-held  company  under  the
     Securities  Act of 1934.  The business  combination  was accounted for as a
     purchase based on the value of the consideration paid by V-Formation. 13

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5.   Equity transactions

     During March 2001, the following equity transactions took place:

     -    The Company sold an  additional  190,165  shares of common stock at $3
          per share, raising proceeds of $570,495.

     -    Investors  exercised an additional  20,000 common stock warrants at an
          exercise price of $3 per share, raising proceeds of $60,000.

     -    Officers of the Company  exercised  3,712,966 common stock warrants at
          an exercise price of $0.10 per share.





































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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.

                                         V-FORMATION, INC.
                                         (Registrant)

                                         Dated:  May 15, 2001


                                         By:s/ Richard Stelnick
                                            ---------------------------------
                                            Richard Stelnick, Chief Executive
                                            Officer




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