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 March 31, 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 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.

                                        2

<PAGE>



     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 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.


                                        3

<PAGE>



     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  $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.



                                        4

<PAGE>



     As a result,  we generated a net loss of $(1,778,793)  for the three months
ended March 31, 2001 ($.17 per share) compared to a net loss of $(5,254,094) for
the three months ended March 31, 2000 ($.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.

     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.

                                        5

<PAGE>



     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

     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 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.


                                        6

<PAGE>



     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 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 with

                                        7

<PAGE>



the  defendants in this action which  provided for us to receive an  undisclosed
amount  of  cash,  as well as a 5%  royalty  on all  roller  skates  sold by the
defendants in the future.

     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 are being vigorously defended.

     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

                                        8

<PAGE>



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

     In March 2001,  pursuant to the Merger  Agreement  between  Buckeye and the
Company,  the Company  issued an aggregate of 478,082  shares of common stock to
the  Buckeye   shareholders.   The  Company   relied  upon  the  exemption  from
registration  provided by Section 4/2  promulgated  under the  Securities Act of
1933, as amended, to issue these shares.

     In  addition,  in March  2001,  various  members  of  management  exercised
outstanding  warrants  previously  issued to them,  including  an  aggregate  of
3,712,966 warrants including Messrs.  Joseph Colonese,  the Company's  President
(1,015,000  shares),  Theodore Ellenis,  the Company's  Executive Vice President
(329,633  shares),  Robert  Miragliotta,  the Company's Chief Financial  Officer
(1,015,000  shares) and Richard Stelnick,  the Company's Chief Executive Officer
(1,353,333  shares).  The exercise  price of these warrants were $.10 per share.
The exercise  price relating to these warrants were paid for by the surrender of
128,033 mature shares  outstanding which were held by the respective  members of
management.

     During the three month period ended March 31, 2001, we sold 190,165  shares
of our common  stock at $3.00 per share,  raising  proceeds of  $570,495.  Also,
investors  exercised an additional  20,000 warrants,  each warrant  exercised to
purchase one share of

                                        9

<PAGE>



common  stock.  The  exercise  price of each  warrant  was $3.00 and we received
proceeds of $60,000 from exercise of these warrants.

     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

     In March 2001, the  shareholders  of Buckeye Oil & Gas, Inc., a predecessor
company,   approved  by  unanimous   consent  the  merger  between  Buckeye  and
V-Formation,  Inc. No  shareholder  consent was required of  V-Formation,  Inc.,
pursuant to the laws of the State of New Jersey.

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.



                                       10

<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

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

                                                $    3,480,838   $   2,186,605
                                                ==============   =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current maturities of long-term debt         $      325,495   $     334,227
   Accounts payable and accrued expenses               571,835         510,096
                                                --------------   -------------

               Total current liabilities               897,330         844,323
                                                --------------   -------------

Long-term debt, net of current maturities              254,797         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                      4,786,470       4,786,470
   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         26,913,137      25,906,013
   Additional paid-in capital                       30,798,116      30,798,116
   Subscriptions receivable                            (22,000)     (2,457,545)
   Accumulated deficit                             (60,050,823)    (58,272,030)
   Treasury stock at cost, 607,533 shares
      in 2001 and 479,000 shares in 2000              (596,189)       (209,349)
                                                --------------   -------------

                                                     1,828,711         551,675
                                                --------------   -------------

                                                $    3,480,838   $   2,186,605
                                                ==============   =============

            See notes to condensed consolidated financial statements.

                                       11


<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
   Interest                                             1,044          16,048
   Equity-based compensation                           22,500       4,436,658
   Reorganization expense                             150,000               -
                                                -------------   -------------

                                                    1,787,420       5,291,331
                                                -------------   -------------

Net loss                                        $  (1,778,793)  $  (5,254,094)
                                                =============   =============

Loss per common share                           $       (0.17)  $       (0.77)
                                                =============   =============

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
















           See notes to condensed consolidated financial statements.

                                       12


<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                                                      $(1,778,793)  $(5,254,094)
   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        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                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
               and accrued expenses                                   61,738       (39,890)
                                                                 -----------   -----------

                  Net cash used in operating activities           (1,339,225)     (746,981)
                                                                 -----------   -----------

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

                 Net cash used in investing activities               (81,821)      (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.

                                       13


<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.

     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
     antidilutive.

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<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 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.

6.   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.

     In addition, since the 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 March 31, 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 months ended March 31, 2001 and 2000
     have been restated to give effect to the changes described above.

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<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


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