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: December 31, 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: February 6, 2003 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
                                                                                December 31,         March 31,
                                                                                    2002                2002
                                                                             ------------------  ------------------
ASSETS:
Fixed Assets
<S>                                                                          <C>                 <C>
   Equipment                                                                 $           14,156  $            8,500
   Leasehold Improvements                                                                22,000              22,000
   Accumulated Depreciation                                                              (4,649)             (1,016)
                                                                             ------------------  ------------------
     Net Fixed Assets                                                                    31,507              29,484

       Total Assets                                                          $           31,507  $           29,484
                                                                             ==================  ==================

Liabilities:
   Notes Payable                                                             $          333,690  $          216,978
   Accounts Payable                                                                      50,294              34,634
                                                                             ------------------  ------------------

       Total Liabilities                                                                383,984             251,612
                                                                             ------------------  ------------------

Stockholders' Equity:
  Preferred Stock, par value $.001,
    Authorized 10,000,000 shares,
    -0- Shares Issued at December 31, 2002
    and March 31, 2002                                                                        -                   -
  Common Stock, par value $.005,
    Authorized 20,000,000 shares
    700,000 Shares Issued at December 31, 2002
    and March 31, 2002                                                                    3,500               3,500
  Contributed Capital                                                                    48,899              28,158
  Deficit Accumulated During the
    Development Stage                                                                  (404,876)           (253,786)
                                                                             ------------------  ------------------

       Total Stockholders' Equity                                                      (352,477)           (222,128)
                                                                             ------------------  ------------------

       Total Liabilities and
         Stockholders' Equity                                                $           31,507  $           29,484
                                                                             ==================  ==================
</TABLE>


                             See accompanying notes.


<PAGE>



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



                                                                                                     Cumulative
                                                                                                    since August
                                                                                                       4, 1998
                                          For the three months           For the nine months        inception of
                                           ended December 31,            ended December 31,          development
                                      ----------------------------  -----------------------------
                                           2002          2001            2002           2001            stage
                                      -------------- -------------  -------------- -------------- -----------------
<S>                                   <C>            <C>            <C>            <C>            <C>
Revenues:                             $            - $           -  $            - $            - $               -

Expenses:
  Research & Development                      32,908        35,000          95,673         87,452           264,619
  General & Administrative                    18,248        16,505          34,675         19,120            98,469
                                      -------------- -------------  -------------- -------------- -----------------

Operating Income (Loss)                      (51,156)      (51,505)       (130,348)      (106,572)         (363,088)
                                      -------------- -------------  -------------- -------------- -----------------

Other Income (Expense)
  Interest                                    (8,112)       (3,191)        (20,742)        (7,298)          (41,788)
                                      -------------- -------------  -------------- -------------- -----------------

  Net Income (Loss)                   $      (59,268)$     (54,696) $     (151,090)$     (113,870)$        (404,876)
                                      ============== =============  ============== ============== =================

Basic & Diluted loss per share        $       (0.08) $      (0.11)  $       (0.22) $       (0.23)
                                      ============== =============  ============== ==============
</TABLE>




















                             See accompanying notes


<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                    Since August
                                                                                                      4, 1998
                                                                 For the Nine Months Ended          Inception of
                                                                        December 31,                Development
                                                            ------------------------------------
                                                                  2002               2001              Stage
                                                            ----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                         <C>               <C>                <C>
Net Loss                                                    $        (151,090)$         (113,870)$         (404,876)

Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation                                                        3,633                  -              4,649
    Issuance of Stock for Expenses                                          -                  -              4,999
    Issuance of Stock for Interest on Note Payable                          -                  -              8,996
    Imputed Interest Converted to Contributed
       Capital                                                         20,742              9,463             38,404
    Write Down of Patent Pending                                          235                  -              8,850
Change in operating assets and liabilities:
    Increase (Decrease) in Accounts Payable                            15,659             16,955             50,294
                                                            ----------------- ------------------ ------------------

Net Cash Used in operating activities                                (110,821)           (87,452)          (288,684)
                                                            ----------------- ------------------ ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Fixed Assets                                               (5,656)                 -            (36,156)
Purchase of Patent                                                       (235)            (7,000)            (8,850)
                                                            ----------------- ------------------ ------------------

  Net cash provided by investing activities                            (5,891)            (7,000)           (45,006)
                                                            ----------------- ------------------ ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Notes Payable                                           116,712             94,452            333,690
                                                            ----------------- ------------------ ------------------
Net Cash Provided by
  Financing Activities                                                116,712             94,452            333,690
                                                            ----------------- ------------------ ------------------

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
<TABLE>
<CAPTION>


                                                                                                     Cumulative
                                                                                                    Since August
                                                                                                      4, 1998
                                                                 For the Nine Months Ended          Inception of
                                                                        December 31,                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 NINE MONTHS ENDED DECEMBER 31, 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 $151,000 for the nine months ended December 31, 2002, $114,000 for
the nine months ended  December 31, 2001,  and $405,000  since the  inception of
development   stage.   The  Company  also  has  a  working  capital  deficit  of
approximately  $384,000 and $252,000 as of December 31, 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 NINE MONTHS ENDED DECEMBER 31, 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 December  31,  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 December 31, 2002 and for the
three and nine months 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 and
nine  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 NINE MONTHS ENDED DECEMBER 31, 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 December 31, 2002
Basic Loss per Share
<S>                                                     <C>                             <C>      <C>
Loss to common shareholders                             $          (59,268)             700,000  $           (0.08)
                                                        ==================  ===================  ==================

                                                               For the Three Months Ended December 31, 2001
Basic Loss per Share
Loss to common shareholders                             $          (54,696)             500,000  $           (0.11)
                                                        ==================  ===================  ==================

                                                                For the Nine Months Ended December 31, 2002
Basic Loss per Share
Loss to common shareholders                             $         (151,090)             700,000  $           (0.22)
                                                        ==================  ===================  ==================

                                                                For the Nine Months Ended December 31, 2001
Basic Loss per Share
Loss to common shareholders                             $         (113,870)             500,000  $           (0.23)
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for December 31, 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.


<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Reclassification

         Certain   reclassifications  have  been  made  in  the  2001  financial
statements to conform with the December 31, 2002 presentation.

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  December  31,  2002,  the  Company  had a  net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $405,000 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.


<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 5 - COMMITMENTS

         As of  December  31,  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.

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
December  31, 2002 and March 31,  2002.  As of  December  31, 2002 and March 31,
2002,  the Company owed $333,690 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 December 31, 2002
is $8,850.  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.











<PAGE>



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

The following is management's discussion of our 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 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.

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 December 31,
2002, our research and development expenses were $32,908 compared to $35,000 for
the quarter ended December 31, 2001.

All  our  other  expenses  are  aggregated   under  the  heading   "General  and
Administrative".  These expenses were $18,248 for the quarter ended December 31,
2002 compared to $16,505 for the quarter ended December 31, 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.  As of December 31, 2002, we
owed to our directors and shareholders the following amounts:

         Amount                     Lender
         $217,569                   Floyd Hambelton
         $112,539                   Suki Family Trust
         $    3,582                 Gary Van Norman

We have no cash reserves and rely completely on our ability to borrow additional
funds from our directors and shareholders to pay our monthly  expenses.  We will
need  an  additional  $250,000  to  continue  research  and  development  of our
production model by spring 2003. If our production


<PAGE>



model  tests  are  successful,  we will  need  additional  funds to  investigate
production,  regulatory  compliance  and  market  acceptance.  We are  unable to
estimate  at this time the level of funds we will  need for  these  matters.  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 Treasurer 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 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  Treasurer'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.



<PAGE>



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)

         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.  No  reports  on Form 8-K were  filed  during the
         period covered by this Form 10-QSB.

(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.



<PAGE>



                                   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