U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Form 10-QSB/A1


                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the Quarterly Period Ended June 30, 2001

                         Commission File Number 0-25725


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


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

                                   22-3345169
                        (IRS Employer Identification No.)

                         99 Wood Avenue South, Suite 805
                            Iselin, New Jersey 08830
                    (Address of principal executive offices)

                                  732-321-4040
                           (Issuer's telephone number)


Check  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 (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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date:  as of February 5, 2002,  there were
15,947,107 common shares issued and outstanding.

                                        1

<PAGE>



                                     PART I


ITEM 1. FINANCIAL STATEMENTS.

     The unaudited financial statements for the six months ended June 30, 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

                                        2

<PAGE>



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  represented  approximately  2.5% of our issued and
outstanding  common 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.

     While we can provide no assurances,  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  believe  we have
effectively  established  the  broad  foundation  we  have  used to  attain  the
accomplishments  we have  experienced to date. 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 six month periods ended June 30, 2001 and 2000.

RESULTS OF OPERATIONS

     Comparison of Results of Operations  for the Six Months Ended June 30, 2001
and 2000

     Our revenues  increased to $972,334 for the six-month period ended June 30,
2001 from  $722,311  for the  similar  period in 2000 an  increase  of  $250,023
(34.6%). The increase in revenues was mainly attributable to the sales of hockey
pants  totaling  $496,163 in 2001  compared to $127,158 in 2000,  an increase of
$369,005 (290.2%).  Within the pants category, sales of our Core pant model were
$216,798, which represents 43.7% of our total pants revenue.

     In the six months ended June 30, 2001,  costs of sales also  increased,  to
$736,252  compared to $670,465  for the similar  period in 2000,  an increase of
$65,787  (9.8%).  This was due  primarily to the increase in revenues  described
above  offset by attaining  higher  margins  (49%) on  increased  volume of pant
sales. Profit margins

                                        3

<PAGE>



also improved since we had less discount programs than in the prior year.

     Selling,  general and  administrative  expenses were $1,936,949 for the six
months ended June 30, 2001,  compared to  $1,577,579  for the similar  period in
2000, an increase of $359,370 (22.8%).  This increase was due primarily to costs
associated  with payments to newly  retained  outside  consultants  for which no
costs were  recorded  in the first six  months of 2000.  These  consultants  are
comprised of financial advisors,  a patent expert and an investor relations firm
hired  subsequent  to our merger with  Buckeye Oil and Gas and becoming a public
reporting company. The payments to these consultants during the first six months
2001  totaled  $183,928  while there were no  payments in the similar  period in
2000. Also, in the first six months of 2001, we incurred  approximately $120,000
of costs  related to  applications  to various  stock  exchanges and to costs in
connection  with  settlement  with the New Jersey  Bureau of  Securities  in the
matter described under legal proceedings.

     Also,  during the  six-month  period  ended June 30,  2001,  we  incurred a
one-time charge of $102,643  arising from the closing of our warehouse  facility
in  Paterson,  NJ. Our  warehouse  operations  are now handled by a  fulfillment
center located in Aurora,  Colorado.  As a result of this change, we expect that
profit  margins  will  increase  in the  future  due to lower  costs of sales by
reducing employee related costs, shipping costs and general factory overhead.

     In addition,  during the six-month  period ended June 30, 2001, we incurred
$850,000 of expenses  paid to outside  consultants  in the form of common  stock
issuances.

     During  the six month  period  ended  June 30,  2000,  we also  incurred  a
one-time charge of $4,410,000,  which was paid by the issuance of 735,000 shares
of common stock, which was recorded at $6.00 per share, the most recent issuance
price for our common stock at the time of issuance. This charge arose out of the
settlement  of claims  against us  relating to a 1996  transaction  in which the
plaintiffs  acted as brokers by introducing  various  parties that  subsequently
invested equity capital into our company. The plaintiffs asserted that they were
entitled to a finder's fee for having made certain introductions.

     Interest  expense  decreased  from $33,015 in the six months ended June 30,
2000 to $11,135 for the six months  ended June 30,  2001,  a decrease of $21,880
(66.3%).  This  decrease  was due to lower debt  balances  on which  interest is
calculated, along with an

                                        4

<PAGE>



accelerated  debt payment made in the prior period.  See  "Liquidity and Capital
Resources" below.

     Effective  April  2001,  we  discontinued  the  operations  of  two  of our
subsidiaries,  On Net Sports,  Inc., a proposed  media company and Soft Machine,
Inc., a computer software company. The operating expenses of these subsidiaries,
which totaled  $208,555  during the six-month  period ended June 30, 2001,  have
been  reported as  discontinued  operations  in our  consolidated  statement  of
operations.  Neither of the  subsidiaries had generated any revenues since their
inception late in 2000.

     As a result,  we  generated a net loss of  $(3,298,494)  for the six months
ended June 30, 2001 ($.26 per share), compared to a net loss of $(6,187,022) for
the six months ended June 30, 2000 ($.86 per share).

LIQUIDITY AND CAPITAL RESOURCES

     At June 30,  2001,  we had  $1,483,266  in cash and  cash  equivalents,  an
increase  of  $773,915  from  December  31,  2000.  This  increase  in cash  was
attributable to approximately  $4,190,000 of proceeds  received from the sale of
our common stock,  principally from the exercise of outstanding  warrants.  This
increase  was offset by principal  payments  under loan  agreements  ($119,098),
capital  expenditures  ($116,613),  cost of the merger with  Buckeye Oil and Gas
($150,000)  and  cash  used  in  operating  activities  ($3,030,567).   Accounts
receivable  increased to $591,100 from  $173,349 at December 31, 2000,  which is
attributable  to the  increased  sales volume  during the second  quarter of the
current year.

     At June 30, 2001, we had certain outstanding notes payable, including notes
payable in the original  principal  balances of $1,156,000,  payable in 18 equal
quarterly  installments  of $77,153,  including  interest at 8%, which commenced
April 1, 1998 and is due July 1, 2002.  As of August 13, 2001,  the  outstanding
principal balance on this note was $282,756.  These notes are  collateralized by
consent  judgments in favor of the  creditors and are  personally  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 notes.

     In addition,  we have an  outstanding  note  payable  which had a principal
balance of $140,000 at June 30, 2001.  This note is  unsecured,  payable in five
annual installments of $35,000 without

                                        5

<PAGE>



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.

     In addition, in prior Reports we had disclosed our possible diversification
into other  industries.  We explored various  opportunities  which had presented
themselves and thereafter, our management has decided to devote our resources to
our core business of sporting good distribution.


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 six months ended June 30, 2001.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     As of the date of this Amendment,  we were or are party to various judicial
and administrative matters, including the following:

     In December  1999,  the New Jersey Bureau of Securities (of the Division of
Law, Department of Law and Public Safety) served an administrative  complaint on
us,  alleging (i) that we had sold  unregistered  securities in violation of New
Jersey  securities laws and used unregistered  agents for the purpose;  and (ii)
that we had

                                        6

<PAGE>



failed to disclose or  misstated  material  information  about us in selling our
securities. This administrative complaint was never formally docketed. We denied
these allegations.

     Relevant thereto, in March 2001, we and the New Jersey Bureau of Securities
entered  into a Consent  Decree  wherein we,  without  admitting  or denying any
wrongdoing,  did agree to pay to the State of New Jersey $212,000,  which was to
be paid over a nine (9) month period in equal  increments of $23,555.  As of the
date of this Amendment,  we have made all payments and no further  obligation is
owed relevant thereto.

     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
patent rights held by us for Toeplate with Duel Flanges for 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
Company's  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 August 2001, we filed a complaint in the United States  District  Court,
Southern  District of New York,  Docket No. 01 CV 7179,  against Adidas America,
Salomon North America, Inc., Salmon S.A., Adidas AG and Adidas Salmon AG, Sports
Authority,  Inc.,  Princeton  Ski Outlet,  dba  Princeton  Ski Shops and Paragon
Sporting Goods Company, Inc. for willful infringement of certain patents held by
us,  including  Toeplate  with  Dual  Flanges  for  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.  All of these defendants have filed answers to the complaint.  While no
assurances can be provided, we are optimistic about the likelihood of success.

     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
patents  held by us,  including  Toeplate  with Dual  Flanges  for Inline  Skate
Frames.  Upon  information  and belief,  the  defendants  are making,  using and
offering to sell inline skate products which infringe on certain of

                                        7

<PAGE>



our patents.  Our complaint requests injunctive relief, an accounting of profits
and an award of monetary damages.  All of these defendants have filed answers to
the complaint and discovery has commenced.  While no assurances can be provided,
we are optimistic about the likelihood of success.

     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 patents held by us, including
Toeplate  with  Duel  Flanges  for  Inline  Skate  Frames,  as well as breach of
contract. In February 2002, we entered into a settlement of this matter with the
defendants  which provided for us to receive an  undisclosed  amount of cash, as
well  as a 5%  royalty  on  all  future  sales  of  roller  skates  made  by the
defendants.

     Librie vs.  V-Formation,  Inc. was  commenced in the 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. We believe that the
liability  aspects of this claim are without merit. The case is being handled by
our general liability insurance carrier and we believe that our exposure in this
case is limited to our $10,000 policy deductible.

     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 have  has  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 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.

     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 filed our answer, as well as
counterclaims  and discovery has been completed.  We intend to file a Motion for
Summary  Judgment in the near future.  It is our position  that the  plaintiff's
claims are without merit and these claims are being vigorously defended.

                                        8

<PAGE>



     In October 2001,  we filed an action  against USCO  Distribution  Services,
Inc., d/b/a USCO Logistics ("USCO"), in the United States District Court for the
District of Colorado,  asserting  claims  arising from USCO's failure to perform
according to its "order fulfillment" contracts,  which resulted in our incurring
six  figure  losses.  USCO has  asserted  counterclaims  totaling  approximately
$103,000  based on its charges for services under the contracts and has asserted
a possessory lien on our inventory in their  possession,  which has a cost basis
of approximately $80,000. Trial has not yet been scheduled and discovery has not
yet commenced as of the date of this Amendment.

     Finally,  in  January  2002,  we filed a  complaint  in the  United  States
District Court,  Southern District of New York, Docket No. 010 CIV 1693, against
K-2  Corporation  for  willful  infringement  of  certain  patents  held  by us,
including  Toeplate with Dual Flanges for 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. As
of the date of this  Amendment,  we are  awaiting the filing of an answer to our
complaint.

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

ITEM 2. CHANGES IN SECURITIES

     During the three month period ended June 30, 2001, we sold 49,400 shares of
our common  stock to one person,  at a sale price of $3.00 per share,  for total
proceeds of $148,200. We relied upon the exemption from registration provided by
Section 4/2 and/or Regulation D promulgated under the Securities Act of 1933, as
amended,  to issue these shares.  Our  management  had a  pre-existing  business
and/or  personal  relationship  with  each of  these  investors  prior  to their
investment.

     We issued 394 shares of common  stock to one person  during the three month
period  ended June 30,  2001,  in exchange  for  consulting  services  valued at
$1,182.

     During the three month  period  ended June 30,  2001,  investors  exercised
572,521 common stock warrants at $3.00 per share, raising proceeds of $623,506.

                                        9

<PAGE>



ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE

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

     There were no matters  submitted to a vote of security  holders  during the
three month period ended June 30, 2001. However, subsequent thereto, the holders
of a majority of our issued and  outstanding  shares of common stock adopted our
2001 Stock Option Plan,  reserving 3 million shares of common stock for issuance
thereunder. As of the date hereof, no options have been issued under the Plan.

ITEM 5. OTHER INFORMATION - NONE

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

     (a) Exhibits - none

     (b) Reports on Form 8-K. We did not file any reports on Form 8-K during the
three month period ended June 30, 2001.

                                       10

<PAGE>

                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                       June 30,    December 31,
                                                         2001          2000
                                                     ------------  ------------
                                                             (unaudited)
Current assets:
   Cash                                              $  1,483,266  $    709,351
   Accounts receivable,
      net of allowance for doubtful accounts
      of $50,000 in 2001 and $21,000 in 2000              591,100       173,349
   Inventories                                            337,107       366,253
   Prepaid expenses and other current assets              479,103        44,757
                                                     ------------  ------------

               Total current assets                     2,890,576     1,293,710

Property and equipment, net                               351,532       334,339

Patents and trademarks,
   net of accumulated amortization
   of $141,069 in 2001 and $119,563 in 2000               540,464       521,119

Security deposits                                          28,499        37,437
                                                     ------------  ------------

                                                     $  3,811,071  $  2,186,605
                                                     ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt              $    319,449  $    334,227
   Accounts payable and accrued expenses                  511,960       510,096
                                                     ------------  ------------

               Total current liabilities                  831,409       844,323
                                                     ------------  ------------

Long-term debt, net of current maturities                 186,288       290,607
                                                     ------------  ------------

Mandatorily redeemable, Series A convertible
     preferred stock no par value,
     500,000 shares authorized 500,000 shares
     issued and outstanding in 2001 and 2000
     Aggregate liquidation preference
     of $30,000 in 2001 and 2000                          500,000       500,000
                                                     ------------  ------------

Stockholders' equity:
  Preferred stock - no par value, 7,500,000
     shares authorized, 975,148 shares issued,
     974,064 shares outstanding in 2001 and 2000
     Aggregate liquidation preference of
     $308,728 in 2001 and 2000                          4,768,470     4,786,470
   Common stock - no par value, 45,000,000
     shares authorized, 16,121,701 shares issued,
     15,514,952 shares outstanding in 2001
     10,516,150 shares issued,
     10,038,234 shares outstanding in 2000             29,971,358    25,906,013
   Additional paid-in capital                          30,798,116    30,693,116
   Subscriptions receivable                            (1,094,057)   (2,457,545)
   Accumulated deficit                                (61,570,524)  (58,272,030)
   Treasury stock at cost, 607,833 shares
     in 2001 and 479,000 shares in 2000                  (597,989)     (209,349)
                                                     ------------  ------------

                                                        2,293,374       551,675
                                                     ------------  ------------

                                                     $  3,811,071  $  2,186,605
                                                     ============  ============

            See notes to condensed consolidated financial statements.

                                       11

<PAGE>



                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                   Six-month period
                                                    ended June 30,
                                             --------------------------
                                                 2001           2000
                                             -----------    -----------

Sales                                        $   972,334    $   722,311

Cost of goods sold                               736,252        670,465
                                             -----------    -----------

Gross profit                                     236,082         51,846
                                             -----------    -----------

Operating expenses:
   Selling and promotional                       758,100        609,390
   General and administrative                  1,178,849        968,189
   Factory closing charges                       102,643              -
   Research and development                      192,897        128,113
   Depreciation and amortization                  70,024         56,232
   Interest and other                              8,508         32,786
   Equity-based compensation                     865,000      4,444,158
   Reorganization expense                        150,000              -
                                             -----------    -----------

                                               3,326,021      6,238,868
                                             -----------    -----------

Loss from continuing operations               (3,089,939)    (6,187,022)

Discontinued operations                         (208,555)             -
                                             -----------    -----------

Net loss                                     $(3,298,494)   $(6,187,022)
                                             ===========    ===========

Loss per common share:
   Continuing operations                     $     (0.24)   $     (0.86)
   Discontinued operations                         (0.02)             -
                                             -----------    -----------

                                             $     (0.26)   $     (0.86)
                                             ===========    ===========

Weighted average shares outstanding           12,894,186      7,188,095
                                             ===========    ===========









            See notes to condensed consolidated financial statements.

                                       12

<PAGE>

                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                    Three-month period
                                                       ended June 30,
                                               ----------------------------
                                                   2001             2000
                                               -----------     ------------

Sales                                          $   772,515     $    457,764

Cost of goods sold                                 545,060          443,155
                                               -----------     ------------

Gross profit                                       227,455           14,609
                                               -----------     ------------

Operating expenses:
   Selling and promotional                         408,164          313,205
   General and administrative                      135,507          518,886
   Research and development                        109,954           63,092
   Depreciation and amortization                    35,012           28,116
   Interest and other                                7,464           16,738
   Equity-based compensation                       842,500            7,500
                                               -----------     ------------

                                                 1,538,601          947,537
                                               -----------     ------------

Loss from continuing operations                 (1,311,146)        (932,928)

Discontinued operations                           (208,555)               -
                                               -----------     ------------

Net loss                                       $(1,519,701)    $   (932,928)
                                               ===========     ============

Loss per common share:
   Continuing operations                       $     (0.11)    $      (0.12)
   Discontinued operations                           (0.01)               -
                                               -----------     ------------

                                               $     (0.12)    $      (0.12)
                                               ===========     ============

Weighted average shares outstanding             14,926,675        7,555,880
                                               ===========     ============












            See notes to condensed consolidated financial statements.

                                       13


<PAGE>
<TABLE>


                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<CAPTION>
                                                                Six-month period
                                                                 ended June 30,
                                                            ------------------------
                                                               2001         2000
                                                            -----------  -----------
<S>                                                         <C>          <C>
Cash flows from operating activities:
   Net loss                                                 $(3,298,494) $(6,187,022)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Bad debts                                               29,000            -
         Depreciation and amortization                           70,024       56,232
         Fees and commissions paid in stock and warrants        850,000       19,158
         Litigation settlement paid in stock and warrants             -    4,410,000
         Debt incurred in litigation settlement                       -      195,000
         Factory closing charges                                102,643            -
         Changes in operating assets and liabilities:
            (Increase) decrease in accounts receivable         (446,751)    (167,715)
            (Increase) decrease in inventories                  (63,445)     (12,766)
            (Increase) decrease in prepaid expenses
               and other current assets                        (566,742)     (37,993)
            (Increase) decrease in security deposits              8,938        5,050
            Increase (decrease) in accounts payable
               and accrued expenses                             134,260      182,506
                                                            -----------  -----------

                  Net cash used in operating activities      (3,180,567)  (1,537,550)
                                                            -----------  -----------

Cash flows from investing activities:
   Capital expenditures for equipment,
         patents and trademarks                                (116,613)     (44,001)
                                                            -----------  -----------

                 Net cash used in investing activities         (116,613)     (44,001)
                                                            -----------  -----------

Cash flows from financing activities:
   Proceeds from notes payable                                        -      570,000
   Proceeds from shareholder loans                                    -      150,000
   Principal payments under loan agreements                    (119,098)    (164,641)
   Proceeds from issuance of common stock                     4,194,733      131,100
   Proceeds from issuance of preferred stock                          -      913,208
   Purchase of treasury stock                                    (4,540)           -
                                                            -----------  -----------

                 Net cash provided by financing activities    4,071,095    1,599,667
                                                            -----------  -----------

Net increase in cash                                            773,915       18,116

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

Cash, end of period                                         $ 1,483,266  $   178,302
                                                            ===========  ===========

</TABLE>



            See notes to condensed consolidated financial statements.

                                       14


<PAGE>


                                V-FORMATION, INC.
                                AND SUBSIDIARIES

                    NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

                                  June 30, 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 six-month periods ended June 30, 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  manufactures 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.  Effective April 2001, the Company  discontinued
     the operations of ONSI and SMI.

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.

     Loss per common share is computed using  Statement of Financial  Accounting
     Standards  (SFAS) No. 128,  "Earnings per Share." SFAS No. 128  established
     standards for the computation, presentation, and disclosure of earnings per
     share. Basic per share amounts are computed by dividing the net loss by the
     weighted  average number of common shares  outstanding  during the periods.
     Treasury  stock is subtracted  from shares issued to determine the weighted
     average of shares outstanding.  Diluted loss per share amounts are the same
     as the basic  amounts  since the assumed  exercise of the  Company's  stock
     options and warrants and assumed conversion of convertible  preferred stock
     would  reduce  the  loss  per  share.  Such  stock  options,  warrants  and
     conversions  could  potentially  dilute  earnings  per share in the future.
     Potential  common shares totaling  9,845,054,  which consist of outstanding
     warrants  and   convertible   preferred   shares  are   considered   to  be
     anti-dilutive.

                                       15
<PAGE>

4.   Company reorganization

     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.

5.   Equity transactions

     During the six-month period ended June 30, 2001, in addition to the Company
     reorganization  described in Note 4, the following equity transactions took
     place:

          -    The Company sold an additional  345,165 shares of common stock at
               $3 per share, raising proceeds of $1,035,495.

          -    Investors  exercised an additional  592,521 common stock warrants
               at an  exercise  price  of $3  per  share,  raising  proceeds  of
               $683,507, net of $1,094,057 of subscriptions receivable.

          -    Officers of the Company exercised 3,712,967 common stock warrants
               at an exercise  price of $0.10 per share.  The Company  purchased
               128,833  shares  of  treasury  stock  including   128,033  shares
               redeemed  to pay for the  warrants  exercised  by officers of the
               Company.

          -    The Company issued 330,000 shares of common stock as compensation
               for assets and services valued at $990,000.

          -    The Company collected $2,447,545 of subscriptions receivable.

6.   Discontinued operations

     Effective  April  2001,  the Company  discontinued  the  operations  of its
     subsidiaries,  On Net Sports,  Inc. and Soft  Machine,  Inc. The  operating
     expenses of the subsidiaries have been reported as discontinued  operations
     in the  consolidated  statement of operations.  Neither of the subsidiaries
     had generated any revenues since their inception, late in 2000.

7.   Stock option plan

     During June 2001, the Company's Board of Directors unanimously approved the
     adoption of a 2001 Stock  Option Plan for  officers,  directors,  employees
     consultants  and  advisors of the Company and  reserved an  aggregate  of 3
     million  shares of the Company's  common stock,  which shall underlie stock
     options  granted  pursuant  to the  plan.  To date,  no  options  have been
     granted.




                                       16
<PAGE>


8.   Restatement

     The  Securities  and Exchange  Commission  (SEC) has examined the Company's
     Current  Report  on  Form  8-K,  which  included   consolidated   financial
     statements for the years ended December 31, 2000 and 1999, and commented on
     certain issues relating to the company  reorganization  and the mandatorily
     redeemable Series A preferred stock.

     The SEC  recommended  that the Company should have accounted for the merger
     with Buckeye Oil and Gas, Inc. as a company  reorganization,  rather than a
     business combination.  Accordingly,  the accompanying  financial statements
     have been restated to reflect this treatment,  resulting in the elimination
     of goodwill in the amount of $1,584,246 and amortization expense of $39,606
     for the period ended June 30, 2001.

     In addition,  since the Company's Series A preferred stock is redeemable at
     the option of the holder,  it is  presented  outside the  permanent  equity
     section of the  Company's  balance  sheet.  As they accrue,  dividends  are
     recorded as interest  expense.  The impact of the restatement was to record
     interest  expense  relating  to  the  mandatorily   redeemable,   Series  A
     convertible preferred stock and eliminate the corresponding  dividend.  The
     effect on the statements of operations for the quarters ended June 30, 2001
     and 2000, was to increase the net loss for each the periods by $7,500.

     In addition, the Company's consolidated financial statements as of December
     31, 2000 have been  restated to correct the  accounting  for certain  stock
     issued for services.  During  December  2000,  the Company  issued  241,736
     shares of its common  stock to  individuals  who  provided  services to the
     Company.  Such  issuance  included  227,844  shares  issued  to  two of the
     Company's directors.  Previously, such shares were presented as having been
     issued  under  warrants  exercised.  The effect of the  restatement  was to
     record an  additional  $725,208 of  stock-based  compensation  for the year
     ended  December  31, 2000,  which  increased  the net loss and  accumulated
     deficit, with an offsetting increase in common stock.

     The financial  statements  for the three and six months ended June 30, 2001
     and 2000 have been restated to give effect to the changes described above.



















                                       17



<PAGE>




                                   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.

                                        V-FORMATION, INC.
                                        (Registrant)

                                        Dated: February 11, 2002


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



                                       18