UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  Form 10-QSB/A
                                 Amendment No. 1

(Mark One)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2002
                                                 ----------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                        For the transition period from to
                        Commission file number 000-29535
                                              ----------

                          Vapor Fuel Technologies, Inc.
--------------------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

            Nevada                                        86-0972560
--------------------------------------------------------------------------------
  (State or other jurisdiction                           (IRS Employer
of incorporation or organization)                        Identification No.)

                25023 S. Beeson Road, Beavercreek, Oregon, 97004
   ---------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (503) 632-1570
                            Issuer's telephone number


                (Former name,  former address and former fiscal year, if changed
since last report.)


                                       APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practical date: December 10, 2002 700,000
                                                  ---------------------------

         Transitional Small Business Disclosure Format (check one).
Yes      ;  No   X
    ----       -----






<PAGE>



                                     PART I


Item 1.  Financial Statements

                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                 Unaudited
                                                                                  June 30,           March 31,
                                                                                    2002                2002
                                                                             ------------------  ------------------
ASSETS:
Fixed Assets
<S>                                                                          <C>                 <C>
   Equipment                                                                 $           14,156  $            8,500
   Leasehold Improvements                                                                22,000              22,000
   Accumulated Depreciation                                                              (2,227)             (1,016)
                                                                             ------------------  ------------------
     Net Fixed Assets                                                                    33,929              29,484

       Total Assets                                                          $           33,929  $           29,484
                                                                             ==================  ==================

Liabilities:
   Notes Payable                                                             $          257,076  $          216,978
   Accounts Payable                                                                      38,708              34,634
                                                                             ------------------  ------------------

       Total Liabilities                                                                295,784             251,612
                                                                             ------------------  ------------------

Stockholders' Equity:
  Preferred Stock, par value $.001,
    Authorized 10,000,000 shares,
    -0- Shares Issued at June 30, 2002
    and March 31, 2002                                                                        -                   -
  Common Stock, par value $.005,
    Authorized 20,000,000 shares
    700,000 Shares Issued at June 30, 2002
    and March 31, 2002                                                                    3,500               3,500
  Contributed Capital                                                                    33,946              28,158
  Deficit Accumulated During the
    Development Stage                                                                  (299,301)           (253,786)
                                                                             ------------------  ------------------

       Total Stockholders' Equity                                                      (261,855)           (222,128)
                                                                             ------------------  ------------------

       Total Liabilities and
         Stockholders' Equity                                                $           33,929  $           29,484
                                                                             ==================  ==================
</TABLE>


                             See accompanying notes.


<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                    Unaudited
<TABLE>
<CAPTION>

                                                                                                     Cumulative
                                                                                                    since August
                                                                                                      4, 1998
                                                               For the Three Months Ended           inception of
                                                                        June 30,                    development
                                                          -------------------------------------
                                                                2002                2001               stage
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Revenues:                                                 $               -  $                -  $                -

Expenses:
  Research & Development                                             31,555              10,000             200,501
  General & Administrative                                            8,172               2,090              71,966
                                                          -----------------  ------------------  ------------------

Operating Income (Loss)                                             (39,727)            (12,090)           (272,467)
                                                          -----------------  ------------------  ------------------

Other Income (Expense)
  Interest                                                           (5,788)             (1,719)            (26,834)
                                                          -----------------  ------------------  ------------------

  Net Income (Loss)                                       $         (45,515) $          (13,809) $         (299,301)
                                                          =================  ==================  ==================

Basic & Diluted loss per share                            $          (0.07)  $           (0.03)
                                                          =================  ==================
</TABLE>





















                             See accompanying notes.


<PAGE>


                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                     Cumulative
                                                                                                    Since August
                                                                                                      4, 1998
                                                                 For the Three Months Ended         Inception of
                                                                          June 30,                  Development
                                                            ------------------------------------
                                                                  2002               2001              Stage
                                                            ----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                         <C>               <C>                <C>
Net Loss                                                    $         (45,515)$          (13,809)$         (299,301)

Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation                                                        1,211                  -              2,227
    Issuance of Stock for Expenses                                          -                  -              4,999
    Issuance of Stock for Interest on Note Payable                          -                  -              8,996
    Interest on Notes Payable
         Converted to Contributed Capital                               5,788              1,719             23,450
    Write Down of Patent Pending                                            -                  -              8,615
Change in operating assets and liabilities:
    Increase (Decrease) in Accounts Payable                             4,074              2,090             38,708
                                                            ----------------- ------------------ ------------------
Net Cash Used in operating activities                                 (34,442)           (10,000)          (212,306)
                                                            ----------------- ------------------ ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Fixed Assets                                               (5,656)                 -            (36,156)
Purchase of Patent                                                          -             (7,000)            (8,614)
                                                            ----------------- ------------------ ------------------
  Net Cash Used by investing activities                                (5,656)            (7,000)           (44,770)
                                                            ----------------- ------------------ ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Notes Payable                                            40,098             17,000            257,076
                                                            ----------------- ------------------ ------------------
  Net Cash Provided by  Financing Activities                           40,098             17,000            257,076
                                                            ----------------- ------------------ ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                                 -                  -                  -
Cash and Cash Equivalents
  at Beginning of Period                                                    -                  -                  -
                                                            ----------------- ------------------ ------------------
Cash and Cash Equivalents
  at End of Period                                          $               - $                - $                -
                                                            ================= ================== ==================
</TABLE>





<PAGE>


                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                    Since August
                                                                                                      4, 1998
                                                                 For the Three Months Ended         Inception of
                                                                          June 30,                  Development
                                                            ------------------------------------
                                                                  2002               2001              Stage
                                                            ----------------- ------------------ ------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
-------------------------------------------------
Cash paid during the year for:
<S>                                                         <C>               <C>                <C>
  Interest                                                  $               - $                - $                -
  Franchise and income taxes                                $               - $                - $               75

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Stock Issued for Patent                                     $               - $                - $                1
</TABLE>


























                             See accompanying notes.



<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         The accompanying  financial  statements have been prepared on the basis
of accounting principles applicable to a "going concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $45,000 for the three months ended June 30, 2002, $14,000 for the
three  months  ended  June  30,  2001,  and  $299,000  since  the  inception  of
development   stage.   The  Company  also  has  a  working  capital  deficit  of
approximately  $296,000  and  $252,000 as of June 30,  2002 and March 31,  2002,
respectively.  The Company will require additional financing in order to finance
its business  activities on an ongoing basis.  The Company is actively  pursuing
alternative  financing  and has had  discussions  with  various  third  parties,
although no firm commitments have been obtained. In the interim, shareholders of
the Company have committed to meeting its minimal operating expenses.

         The  Company's  future  capital  requirements  will  depend on numerous
factors  including,  but not limited to,  continued  progress in developing  its
products, and market penetration.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

         If the  Company  were unable to  continue  as a "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported amounts of its liabilities, the reported revenues and expenses, and the
balance sheet classifications used.

Organization and Basis of Presentation

         The Company was  incorporated  under the laws of the State of Oregon on
August 4, 1998.  Since August 4, 1998, the Company is in the development  stage,
and has not commenced planned principal operations.

         On February 12, 2002, the Company merged with  Achievement  Investments
(Achievement),  a Nevada corporation.  The merger was accounted for as a reverse
merger,  with the Company being  treated as the  acquiring  entity for financial
reporting purposes.  In connection with this merger,  Achievement issued 500,000
shares of  common  stock in  exchange  for the  assets  and  liabilities  of the
Company. As a result of the merger, the Company became a Nevada corporation, and
changed its name to Vapor Fuel Technologies, Inc.



<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (continued)

         The merger was recorded as a recapitalization.  In connection with this
recapitalization, the number of shares outstanding prior to the merger have been
restated  to their post merger  equivalents  (increased  from  11,000  shares to
500,000).  All references in the accompanying financial statements to the number
of Common shares and  per-share  amounts for 2002 and 2001 have been restated to
reflect the equivalent number of post merger shares.

Nature of Business

         The  Company has no  products  or  services  as of June 30,  2002.  The
Company was  organized  as a vehicle to research  and develop  alternative  fuel
systems and fuel  efficiency  enhancement  systems for the  internal  combustion
engine.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of accounting  policies for Vapor Fuel Technologies,  Inc.
(a  development  stage  company) is  presented  to assist in  understanding  the
Company's  financial  statements.  The accounting  policies conform to generally
accepted  accounting  principles  and  have  been  consistently  applied  in the
preparation of the financial statements.

Interim Reporting

         The  unaudited  financial  statements  as of June 30,  2002 and for the
three  month  period  then ended  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  state the  financial  position and results of  operations  for the three
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.


<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Compensation for Non-Employees

         The  Company  accounts  for the fair  value of its  stock  compensation
grants for  non-employees  in accordance with FASB Statement 123. The fair value
of each grant is equal to the market price of the Company's stock on the date of
grant if an active  market  exists or at a value  determined  in an arms  length
negotiation between the Company and the non-employee.

Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                                     Per-Share
                                                              Income              Shares               Amount
                                                              ------              ------               ------
                                                           (Numerator)         (Denominator)

                                                                 For the Three Months Ended June 30, 2002
Basic Loss per Share
<S>                                                     <C>                             <C>      <C>
Loss to common shareholders                             $          (45,515)             700,000  $           (0.07)
                                                        ==================  ===================  ==================

                                                                 For the Three Months Ended June 30, 2001
Basic Loss per Share
Loss to common shareholders                             $          (13,809)             500,000  $           (0.03)
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for June 30, 2002 and 2001 and are thus not considered.

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

Reclassification

         Certain   reclassifications  have  been  made  in  the  2001  financial
statements to conform with the June 30, 2002 presentation.


<PAGE>

                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Depreciation

         Office furniture,  equipment and leasehold improvements,  are stated at
cost.  Depreciation and amortization are computed using the straight-line method
over the estimated economic useful lives of the related assets as follows:

                  Equipment                                   5-  7 years
                  Leasehold improvements                      8-15 years

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

NOTE 3 - INCOME TAXES

         As of June 30, 2002, the Company had a net operating loss  carryforward
for income tax reporting  purposes of approximately  $299,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carry-forwards  will expire unused.  Accordingly,  the potential tax benefits of
the loss carry-forwards are offset by a valuation allowance of the same amount.

NOTE 4 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 5 - COMMITMENTS

         As of June 30, 2002 all  activities of the Company have been  conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.



<PAGE>

                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (Continued)


NOTE 6- NOTE PAYABLE FROM SHAREHOLDER

         The  Company  has  borrowed  money from a  shareholder  in order to pay
general and administrative expenses. Per the promissory note, amounts due to the
shareholder  are  non-interest  bearing,  unsecured  and  payable at anytime the
shareholder  desires.  For purposes of these financial  statements  interest has
been calculated at an imputed interest rate of 10 percent for the periods ending
June 30, 2002 and March 31, 2002.  As of June 30, 2002 and March 31,  2002,  the
Company owed $257,076 and $216,978, respectively, relating to these notes.

NOTE 7 - PATENTS PENDING

         During the year ended March 31, 2001, the Company  acquired a patent in
exchange for 5,500 shares of common stock.  This patent is for a vapor system of
fuel efficiency in an internal combustion engine.

         During  the year  ended  March  31,  2002,  the  Company  filed  patent
applications covering certain technology related to "Vaporcarb".  Vaporcarb is a
fuel  saving  device  that is designed to replace  current  fuel  injection  and
carburetion  units on gas combustion  automobiles.  Vaporcarb is currently under
development.  The total amount of the patent applications as of June 30, 2002 is
$8,614.  The cost of these patent  applications was written off as an expense in
the Statement of Operations as of March 31, 2002.

NOTE 8 - RELATED PARTY TRANSACTIONS

         The Company pays an officer  $10,000 per month for rent of research and
development facilities and research and development consulting.

Item 2. Management's discussion and analysis of financial conditions and results
of operations.

The following is  management's  discussion of the Company's  plan of operations.
This should be read in conjunction with Management's  Discussion and Analysis of
Financial  Condition and Results of Operations  included in the Company's Annual
Report on Form 10-KSB for the year ended March 31, 2002.

Plan of Operations

We are a  start-up  company  engaged  in the  design  and  development  of  high
efficiency  gasoline  fuel  conversion  systems  for  both  OEM and  aftermarket
installations.  We commenced our research in March 2001. Currently,  we have now
products  and no employees  and have been  financing  our research  primarily by
loans from our directors and shareholders.


<PAGE>



Our sole product  currently under development is a fuel saving device called the
"Vaporcarb"  that is designed to replace  current fuel injection and carburetion
units on gas combustion  automobiles.  The Vaporcarb is designed to be installed
into an  automobile  engine by the  average  mechanically  minded  consumer or a
certified auto mechanic.  The Vaporcarb is still undergoing research and testing
by Bushnell  Engineering,  Inc., a company wholly owned by one of our directors,
Raymond B. Bushnell.

Bushnell  Engineering,  Inc.  continues its current  research and development of
Vaporcarb  for a monthly  fee of $10,000  for rent and  consulting.  There is no
written  agreement  memorializing  this  arrangement.  Additional  research  and
development  expenses  are  primarily  related to the  purchase of  equipment to
support  Bushnell  Engineering,  Inc.'s efforts.  For the quarter ended June 30,
2002, our research and development expenses were $31,555 compared to $10,000 for
the quarter ended June 30, 2001.

All  our  other  expenses  are  aggregated   under  the  heading   "General  and
Administrative".  These expenses were $8,172 for the quarter ended June 30, 2002
compared to $2,090 for the quarter  ended June 30,  2001.  These  expenses  were
primarily  related  to  professional   services  required  to  meeting  periodic
reporting requirements.

At our current rate of development,  we expect to have a production model of the
Vaporcarb by spring. However, when we complete our research and begin production
depends  significantly upon our test results and our ability to continue to fund
testing, both of which are unpredictable.

Our sole source of funding our  operations has been loans from our directors and
shareholders. These loans are payable upon demand.

         Amount                     Lender
         $ 182,500                  Floyd Hambelton
         $  70,994                  Suki Family Trust
         $   3,582                  Gary Van Norman

Even at our low level of expenses,  we estimate  that we will need an additional
$250,000 to continue  research and development of our production model by spring
2003. We currently have no readily  available sources of additional funds. If we
are not  able to  raise  additional  funds  or if one of our  lenders  calls  an
outstanding  note  due,  we  will  be  forced  to  terminate  our  research  and
development.

Item 3.  Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10- QSB, that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary to evaluate whether:

         (i) this Quarterly  Report on Form 10-QSB contains any untrue statement
         of a material fact or omits to state a material fact  necessary to make
         the  statements  made, in light of the  circumstances  under which such
         statements were made, not misleading with respect to the period covered
         by this Quarterly Report on Form 10-QSB, and

         (ii) the financial statements, and other financial information included
         in this Quarterly Report


<PAGE>



         on Form 10-QSB,  fairly present in all material  respects the financial
         condition,  results of operations  and cash flows of the Company as of,
         and for, the periods presented in this Quarterly Report on Form 10-QSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.


                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

None.

ITEM 2.  CHANGES IN SECURITIES

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None/Not Applicable.

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

None/Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

The following  documents are filed herewith or have been included as exhibits to
previous  filings  with  the  Commission  and are  incorporated  herein  by this
reference:

         Exhibit No. Exhibit

         3        Articles of Incorporation (1)

         3.2      Bylaws (1)

         3.1      Amended Articles of Incorporation (1)



<PAGE>



         3.3      Amended Articles of Incorporation (2)

         3.4      Amended Bylaws (2)

         31.1     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         31.2     Certification  Pursuant to Section  302 of the  Sarbanes-Oxley
                  Act of 2002.

         32.1     Certification  Pursuant to 18 U.S.C.  Section 1350, As Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         32.2     Certification  Pursuant to 18 U.S.C.  Section 1350, As Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(b) Reports on Form 8-K.

On April 26, 2002, the Company filed and a Form 8-K/A
         which included the required
         financial statements.

(1)      Incorporated  herein  by  reference  from  Registrant's  Form  10SB12G,
         Registration Statement, dated February 16, 2000.

(2)      Incorporated  herein by reference  from  Registrant's  Form 8-K,  dated
         February 19, 2002.

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Vapor Fuel Technologies, Inc.


/s/ C. Thomas Davis
C. Thomas Davis
CEO
(Principal Executive Officer)


/s/ Larry Chace
Larry Chace
Treasurer
(Principal Financial and Accounting Officer)

January 13, 2004