UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)

[  X  ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

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

                                       or

[      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from _____________________  to   _____________________

Commission File Number: 000-29535

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

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

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

                                 (503) 632-1570
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

        700,000 shares of common stock outstanding as of October 22, 2002




<PAGE>


                          VAPOR FUEL TECHNOLOGIES, INC.


                                      INDEX
<TABLE>
<CAPTION>
<S>              <C>                                                                                       <C>
                                                                                                           PAGE NO.

PART I           FINANCIAL INFORMATION

                 Item 1.    Financial Statements

                 Balance Sheets as of June 30, 2002 and March 31, 2002                                      3

                 Statements of Operations for the three months ended
                      June 30, 2002 and 2001                                                                4

                 Statements of Cash Flows for the three months ended June 30, 2002 and 2001
                                                                                                            5

                 Notes to Unaudited Financial Statements                                                    7

                 Item 2.    Management's Discussion and Analysis of Financial Condition and Results of
                            Operations                                                                      12

                 Item 3.    Controls and Procedures                                                         13

PART II          OTHER INFORMATION

                 Item 6.    Exhibits and Reports on Form 8-K                                                14
</TABLE>







<PAGE>



PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS





                         INDEPENDENT ACCOUNTANT'S REPORT



Vapor Fuel Technologies, Inc.
(A Development Stage Company)


         We  have  reviewed  the  accompanying  balance  sheets  of  Vapor  Fuel
Technologies,  Inc. (a development  stage company) as of June 30, 2002 and March
31, 2002 and the related  statements of operations  and cash flows for the three
month periods ended June 30, 2002 and 2001.  These financial  statements are the
responsibility of the Company's management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements for them to be in
conformity with generally accepted accounting principles.



                                                    Respectfully submitted



                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants

Salt Lake City, Utah
August 13, 2002







                                       2
<PAGE>



                                           VAPOR FUEL TECHNOLOGIES, INC.
                                           (A Development Stage Company)
                                                  BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                  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

Other Assets
   Patent Pending                                                                         8,615               8,615
                                                                             ------------------  ------------------

       Total Assets                                                          $           42,544  $           38,099
                                                                             ==================  ==================

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                                                                  (290,686)           (245,171)
                                                                             ------------------  ------------------

       Total Stockholders' Equity                                                      (253,240)           (213,513)
                                                                             ------------------  ------------------

       Total Liabilities and
         Stockholders' Equity                                                $           42,544  $           38,099
                                                                             ==================  ==================
</TABLE>






                 See accompanying notes and accountants' report.

                                       3
<PAGE>



                                           VAPOR FUEL TECHNOLOGIES, INC.
                                           (A Development Stage Company)
                                             STATEMENTS OF OPERATIONS
<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              63,351
                                                          -----------------  ------------------  ------------------

Operating Income (Loss)                                             (39,727)            (12,090)           (263,852)
                                                          -----------------  ------------------  ------------------

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

  Net Income (Loss)                                       $         (45,515) $          (13,809) $         (290,686)
                                                          =================  ==================  ==================

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






















                 See accompanying notes and accountants' report.

                                       4
<PAGE>



                                           VAPOR FUEL TECHNOLOGIES, INC.
                                           (A Development Stage Company)
                                             STATEMENTS OF CASH FLOWS
<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)$         (290,686)

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

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 provided 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>



                                       5
<PAGE>



                                           VAPOR FUEL TECHNOLOGIES, INC.
                                           (A Development Stage Company)
                                             STATEMENTS OF CASH FLOWS
                                                    (Continued)
<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 and accountants' report.


                                       6
<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  $290,000  since  the  inception  of
development   stage.   The  Company  also  has  a  working  capital  deficit  of
approximately  $253,000  and  $214,000 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.



                                       7
<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.

                                       8
<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.






                                       9
<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  $290,000 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.

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

                                       10
<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 (Continued)

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.

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.








                                       11
<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 no
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 June 30,
2002,  our research and  development  expenses were $31,555.  Although this is a
significant  rise from  $10,000 in the first  quarter  ended June 30,  2001,  we
believe our research  and  development  expenses for the quarter  ended June 30,
2001 was atypically low because we had just begun operations in March 2001.

All  our  other   expenses  are   aggregated   under  the  heading   "General  &
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.

                                       12
<PAGE>

Our sole source of funding our  operations has been loans from our directors and
shareholders.  These loans are payable upon demand. As of June 30, 2002, we owed
to our directors and shareholders the following amounts:

Amount                              Lender

$182,500                        Floyd Hambelton
$ 70,994                        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 for 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  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.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We have  disclosure  controls  and  procedures  in place,  which are designed to
ensure that material  information  related to Vapor Fuel  Technologies,  Inc. is
made known to our management,  including our Chief Executive Officer ("CEO") and
Treasurer  ("Treasurer").  We review  our  disclosure  controls  and  procedures
regularly and when necessary and make changes to ensure they are effective.

Within  the 90 day  period  prior the date of this  report,  an  evaluation  was
carried out under the supervision and with the  participation of our management,
including the CEO and the  Treasurer,  of the  effectiveness  of our  disclosure
controls and procedures.  Based upon that evaluation, the CEO and Treasurer have
concluded that our  disclosure  controls and procedures are effective in causing
material  information  to be collected  and  evaluated by the  management of the
company on a timely basis and to ensure that the quality and  timeliness  of our
public disclosures complies with our SEC disclosure obligations.

CHANGES IN INTERNAL CONTROLS

There were no significant  changes in our internal  controls or in other factors
that could significantly affect those controls after the date of our most recent
evaluation.

                                       13
<PAGE>

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS

(a)      Exhibit Index

         See Exhibit Index  following the signature  page which is  incorporated
herein by reference.

(b) Reports on Form 8-K

         On April 29, 2002,  we filed an amendment to our February 19, 2002 Form
8-K which  amended our audited  balance  sheet as of December 31, 2001 and 2000,
the  related  statement  of  operations  and cash flow for the two  years  ended
December 31, 2001 and the statement of stockholder's  equity for the period from
our inception on July 25, 1997 through December 31, 2001.


                                       14
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



   VAPOR FUEL TECHNOLOGIES, INC.
   (Registrant)


   Signature                 Title                                      Date



   /s/ C. Thomas Davis       Chief Executive Officer                  01/22/03
   C. Thomas Davis           (Principal Executive Officer)



   /s/ Larry Chace           Treasurer                                01/22/03
   Larry Chace               (Principal Financial and Accounting Officer)





                                       15
<PAGE>

                                  CERTIFICATION


I, C. Thomas Davis, certify that:

1.       I have  reviewed  this  quarterly  report on Form  10-QSB of Vapor Fuel
         Technologies;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit 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;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         (b)      evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         (c)      presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date.

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:  January 22, 2003



/s/
C. Thomas Davis
Chief Executive Officer



                                       16

<PAGE>


                                  CERTIFICATION


I, Larry Chace, certify that:

1.       I have  reviewed  this  quarterly  report on Form  10-QSB of Vapor Fuel
         Technologies;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit 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;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         (b)      evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         (c)      presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date.

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether  or not there  were  significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls subsequent to the date of our most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:  January 23, 2003



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






                                       17
<PAGE>


            EXHIBIT INDEX TO THE QUARTERLY REPORT FOR ON FORM 10-QSB
                       FOR THE QUARTER ENDED JUNE 30, 2002




EXHIBIT NUMBER            DESCRIPTION                                REFERENCE

99.1         Certification   of   Chief   Executive   Officer     Filed herewith
             pursuant to 18 U.S.C.  Section 1350,  as adopted
             pursuant  to 906 of  the  Sarbanes-Oxley  Act of
             2002

99.2         Certification    of   Treasurer    pursuant   to     Filed herewith
             18 U.S.C.  Section 1350,  as adopted pursuant to
             906 of the Sarbanes-Oxley Act of 2002









                                       18