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

                                    FORM 10-Q

  (Mark One)

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

                For the quarterly period ended September 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: 0-31903

                             VINA TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                       77-0432782
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                      39745 Eureka Drive, Newark, CA 94560
                    (Address of principal executive offices)

                                 (510) 492-0800
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
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 [X] No [ ]

The number of outstanding shares of the registrant's  Common Stock,  $0.0001 par
value, was 62,070,636 as of September 30, 2002.


<PAGE>



                             VINA TECHNOLOGIES, INC.


                                      INDEX

                                                                           Page
                                                                           ----

PART I:  FINANCIAL INFORMATION................................................3

 Item 1. Condensed Consolidated Financial Statements..........................3

         Condensed Consolidated Balance Sheets................................3
         Condensed Consolidated Statements of Operations......................4
         Condensed Consolidated Statements Of Cash Flows......................5
         Notes to Condensed Consolidated Financial Statements.................6

 Item 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations...............................................13

 Item 3. Quantitative and Qualitative Disclosures About Market Risk..........29

PART II: OTHER INFORMATION...................................................31

 Item 1. Legal Proceedings...................................................31

 Item 2. Changes in Securities and Use of Proceeds...........................31

 Signatures..................................................................32



                                       2
<PAGE>

PART I: FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements


                             VINA TECHNOLOGIES, INC.
                      Condensed Consolidated Balance Sheets
               (in thousands, except share and per share amounts)
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                   December 31,  September 30,
                                                                       2001          2002
                                                                       ----          ----
ASSETS
Current assets:
<S>                                                                 <C>          <C>
  Cash and cash equivalents ....................................... $  15,805    $   7,169
  Restricted cash .................................................       500        3,500
  Common stock subscription receivable ............................     9,589           --
  Accounts receivable, net ........................................     8,059        3,234
  Inventories .....................................................     5,733        3,687
  Prepaid expenses and other ......................................     1,562        2,924
                                                                    ---------    ---------
      Total current assets ........................................    41,248       20,514
Property and equipment, net .......................................     5,271        2,646
Other assets ......................................................       356          324
Acquired intangibles, net .........................................     5,663        1,510
Goodwill, net .....................................................    26,426           --
                                                                    ---------    ---------
      Total assets ................................................ $  78,964    $  24,994
                                                                    =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable ................................................ $   7,798    $   3,895
  Accrued compensation and related benefits .......................     2,234        1,428
  Accrued warranty ................................................       696          503
  Other current liabilities .......................................     2,708        2,972
  Short-term debt .................................................        --        3,000
                                                                    ---------    ---------
      Total current liabilities ...................................    13,436       11,798

Stockholders' equity:
Convertible preferred stock; $0.0001 par value; 5,000,000 shares
authorized; none issued and outstanding ...........................        --           --
Common stock; $0.0001 per value; 125,000,000 shares authorized; shares
  outstanding: December 31, 2001, 62,013,759; September 30, 2002,
  62,070,636 ......................................................         6            6
  Additional paid-in capital ......................................   194,814      189,395
  Deferred stock compensation .....................................    (7,106)        (510)
  Accumulated deficit .............................................  (122,186)    (175,695)
                                                                    ---------    ---------
      Total stockholders' equity ..................................    65,528       13,196
                                                                    ---------    ---------
      Total liabilities and stockholders' equity .................. $  78,964    $  24,994
                                                                    =========    =========
</TABLE>

            See notes to condensed consolidated financial statements

                                       3
<PAGE>


                             VINA TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Operations
                    (in thousands, except per share amounts)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                             Three Months Ended      Nine Months Ended
                                                                September 30,          September 30,
                                                                -------------          -------------

                                                               2001       2002        2001        2002
                                                               ----       ----        ----        ----

<S>                                                         <C>         <C>         <C>         <C>
Net revenue ................................................$ 12,844    $  6,035    $ 35,755    $ 19,098
Cost of revenue
  (excluding stock-based compensation) .....................   7,799       3,555      23,115      13,841
                                                            --------    --------    --------    --------
Gross profit
  (excluding stock-based compensation) .....................   5,045       2,480      12,640       5,257
                                                            --------    --------    --------    --------
Costs and expenses:
  Research and development
    (excluding stock-based compensation) ...................   4,244       2,649      13,788      11,834
  Selling, general and administrative
    (excluding stock-based compensation) ...................   4,832       3,546      17,638      12,364
 Stock-based compensation* .................................      55       1,030       8,381       1,180
 Purchased process technology ..............................      --          --       5,081          --
 Amortization of intangible assets .........................   2,419         169       5,823         673
 Impairment of goodwill and intangible assets ..............      --         507          --      29,783
 Restructuring expenses
     (excluding stock-based compensation) ..................     991       1,536         991       3,111
                                                            --------    --------    --------    --------
      Total costs and expenses .............................  12,541       9,437      51,702      58,945
                                                            --------    --------    --------    --------
Loss from operations .......................................  (7,496)     (6,957)    (39,062)    (53,688)

Interest income, net .......................................     277          23       1,269         179
                                                            --------    --------    --------    --------
Net loss ...................................................($ 7,219)   ($ 6,934)   ($37,793)   ($53,509)
                                                            ========    ========    ========    ========

Net loss per share, basic and diluted ......................($  0.20)   ($  0.11)   ($  1.08)     ($0.87)
                                                            ========    ========    ========    ========
Shares used in computation, basic and diluted ..............  36,139      61,623      34,837      61,567
                                                            ========    ========    ========    ========


    __________________________________
    *  Stock-based compensation:
       Cost of revenue......................................$    219    $    234    $    833    $    519
       Research and development.............................     897         570       3,924       1,099
       Selling, general and administrative..................   1,508         988       6,193       1,871
       Restructuring benefit................................  (2,569)       (762)     (2,569)     (2,309)
                                                            --------    --------    --------    --------
                                                            $     55    $  1,030    $  8,381    $  1,180
                                                            ========    ========    ========    ========

</TABLE>





            See notes to condensed consolidated financial statements

                                       4
<PAGE>



                             VINA TECHNOLOGIES, INC.
                 Condensed Consolidated Statements Of Cash Flows
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                             September 30,
                                                                             -------------
                                                                          2001        2002
                                                                          ----        ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>         <C>
  Net loss ..........................................................   $(37,793)   $(53,509)
  Reconciliation of net loss to net cash used in operating
    activities:
    Depreciation and amortization ...................................      7,182       2,302
    Disposal of property and equipment ..............................         --       1,603
    Impairment of goodwill and intangible assets ....................         --      29,783
    Stock-based compensation ........................................      8,381       1,180
    In-process research and development .............................      5,081          --
    Provision for inventory order commitment ........................      1,800       1,700

  Changes in operating assets and liabilities:
    Accounts receivable .............................................     (4,182)      4,825
    Inventories .....................................................     (4,426)        346
    Prepaid expenses and other ......................................        729      (1,362)
    Other assets ....................................................       (226)         32
    Accounts payable ................................................      1,345      (3,903)
    Accrued compensation and related benefits .......................     (1,218)       (806)
    Accrued warranty ................................................        106        (193)
    Other current liabilities .......................................       (616)        264
                                                                        --------    --------
     Net cash used in operating activities ..........................    (23,837)    (17,738)
                                                                        --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment ...............................       (983)       (608)
  Acquisition of business, net of cash acquired .....................       (454)         --
  Purchases of short-term investments ...............................     (1,050)         --
  Proceeds from sales/maturities of short-term investments ..........     37,261          --
                                                                        --------    --------
     Net cash provided by (used in) investing activities ............     34,774        (608)
                                                                        --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of short-term debt .........................         --       3,000
  Restricted cash ...................................................         --      (3,000)
  Proceeds from sale of common stock ................................      1,016       9,817
  Repurchase of common stock ........................................       (578)       (107)
                                                                        --------    --------
     Net cash provided by financing activities ......................        438       9,710
                                                                        --------    --------

NET CHANGE IN CASH AND CASH EQUIVALENTS .............................     11,375      (8,636)

CASH AND CASH EQUIVALENTS, Beginning of period ......................      7,740      15,805
                                                                        --------    --------
CASH AND CASH EQUIVALENTS, End of period ............................   $ 19,115    $  7,169
                                                                        ========    ========

</TABLE>




                                       5
<PAGE>


                             VINA TECHNOLOGIES, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (unaudited)


1. Unaudited Interim Financial Information

Business - VINA Technologies,  Inc. (the Company or VINA),  incorporated in June
1996,  designs,  develops,  markets  and sells  multi-service  broadband  access
communications  equipment that enables  telecommunications  service providers to
deliver  bundled voice and data services.  The Company has incurred  significant
losses since  inception and expects that net losses and negative cash flows from
operations will continue for the foreseeable future.

Basis of Presentation -- The condensed consolidated financial statements include
the accounts of the Company and its wholly owned  subsidiaries.  All significant
inter company accounts and transactions  have been eliminated in  consolidation.
The  accompanying  interim  financial  information  is  un-audited  and has been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  it does not include all of the  information  and
notes required by generally accepted accounting  principles for annual financial
statements.  In the opinion of management,  such un-audited information includes
all adjustments  (consisting only of normal recurring adjustments) necessary for
a fair  presentation  of the  interim  information.  Operating  results  for the
three-months  ended  September  30, 2002 are not  necessarily  indicative of the
results that may be expected for the year ending  December 31, 2002. For further
information,  refer to the  Company's  reports  filed  with the  Securities  and
Exchange Commission, including its Annual Report on Form 10-K for the year ended
December 31, 2001, as amended.

In this report, all references to "VINA" "we," "us," "our" or the "Company" mean
VINA Technologies, Inc. and its subsidiaries, except where it is made clear that
the term means only the parent company.

Going Concern - The  accompanying  financial  statements have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
satisfaction  of liabilities  in the normal course of business.  As shown in the
financial  statements,  during the nine months ended  September  30,  2002,  the
Company used cash in operating  activities of $17.7 million. As of September 30,
2002,  the  Company  had cash  and  cash  equivalents  of $7.2  million  and its
accumulated deficit was $175.7 million. These factors among others indicate that
the Company may be unable to continue as a going concern for a reasonable period
of time. The Company has  implemented,  and is continuing to pursue,  aggressive
cost cutting programs in order to preserve available cash.

We  will  from  time  to  time  review  and  may  pursue  additional   financing
opportunities.  We will need to obtain  additional  funding  during the next six
months and we may seek to sell additional  equity or debt securities or secure a
bank line of credit.  Currently,  we have no other immediately available sources
of liquidity.  The sale of additional equity or other securities could result in
additional dilution to our stockholders.  Arrangements for additional  financing
may not be available in amounts or on terms acceptable to us, if at all.

Revenue Recognition - The Company recognizes revenue when persuasive evidence of
an arrangement exists, delivery has occurred or services have been rendered, the
price is fixed and determinable and  collectibility is reasonably  assured.  The
Company  generates  revenue  from  sale of  products  and  related  services  to
communications  service providers and through original  equipment  manufacturers
and value added resellers.

Product revenue is generated from the sale of communications  equipment embedded
with  software  that is essential to its  functionality,  and  accordingly,  the
Company accounts for these  transactions in accordance with SEC Staff Accounting
Bulletin  (SAB) No.  101,  Revenue  Recognition  in  Financial  Statements,  and
Statement of Position (SOP) 97-2, Software Revenue Recognition.  Product revenue
is recognized when all SAB No. 101 and SOP 97-2 criteria are met which generally
occurs at the time of shipment. In multiple element arrangements where there are
undelivered  elements at the time of shipment,  product revenue is recognized at
the time of shipment as the residual value of the arrangement  after  allocation
of fair value to the  undelivered  elements based on vendor  specific  objective

                                       6
<PAGE>

evidence (VSOE).  There is no VSOE on the sales of communications  equipment due
to the wide range in customer discounts provided by the Company.

Service  revenue is generated from the sale of  installation,  training and post
contract  customer  support  (PCS)  agreements  related  to  the  communications
equipment.  The Company also accounts for these  transactions in accordance with
SAB No. 101 and SOP 97-2, and as such recognizes revenue when all of the related
revenue recognition  criteria are met which is: (i) at the time the installation
or training  service is  delivered;  and (ii)  ratably  over the term of the PCS
agreement. In multiple element arrangements where these services are undelivered
when the communications  equipment is shipped, the Company defers the fair value
of  these  undelivered  elements  based on VSOE and  recognizes  revenue  as the
services are delivered.  VSOE of these  elements is based on  stand-alone  sales
(including  renewal rates of PCS  agreements)  of the services.  For all periods
presented service revenue has been less than 10% of total net revenue.

The Company  additionally  records a provision for  estimated  sales returns and
warranty costs at the time the product revenue is recognized.

Comprehensive  Loss -  Comprehensive  loss for the three and nine  months  ended
September 30, 2001 was $7.3 million and $37.8 million respectively, and included
$44,000 and $48,000,  respectively,  of net  unrealized  losses on available for
sale  investments.  Comprehensive  loss  for the  three  and nine  months  ended
September 30, 2002 was the same as net loss.

Recent Accounting  Standards - In June 2001, the Financial  Accounting Standards
Board (FASB) issued Statement of Financial  Accounting Standards (SFAS) No. 141,
Business  Combinations and SFAS No. 142,  Goodwill and Other Intangible  Assets.
SFAS No. 141 requires that all business  combinations  initiated  after June 30,
2001 be  accounted  for under the  purchase  method and  addresses  the  initial
recognition and measurement of goodwill and other intangible  assets acquired in
a business  combination.  SFAS No. 142  addresses  the initial  recognition  and
measurement of intangible assets acquired outside of a business  combination and
the  accounting  for goodwill and other  intangible  assets  subsequent to their
acquisition.  SFAS No. 142 provides  that  intangible  assets with finite useful
lives be amortized and that goodwill and intangible assets with indefinite lives
will not be amortized, but will be tested at least annually for impairment.  The
Company  adopted SFAS No. 142 on January 1, 2002. Upon adoption of SFAS No. 142,
the Company has stopped the  amortization  of intangible  assets with indefinite
lives (goodwill,  which includes the re-class of workforce-in-place)  with a net
carrying value of $27.3 million at December 31, 2001 and annual  amortization of
$8.8 million that  resulted from business  combinations  initiated  prior to the
adoption of SFAS No. 141. The Company evaluated goodwill under SFAS No. 142 upon
adoption,  on January  1, 2002,  and  determined  that there was no  impairment.
However, in accordance with SFAS No. 142, the Company was required to reevaluate
goodwill and other  intangibles  for impairment in March 2002 because events and
circumstances  changed  that more likely than not would reduce the fair value of
the reporting unit below its carrying amount (See Note 4).

In August  2001,  the FASB issued SFAS No. 144,  Accounting  for  Impairment  or
Disposal of Long-Lived Assets.  SFAS No. 144 supersedes SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of, and addresses  financial  accounting  and  reporting  for the  impairment or
disposal of long-lived  assets.  This  statement is effective for the Company on
January 1, 2002.  The adoption of this  statement  did not have an impact on the
financial position, results of operations or cash flows of the Company.

In November 2001, consensus was reached by the Emerging Issues Task Force (EITF)
on EITF No. 01-09,  Accounting for Consideration Given by a Vendor to a Customer
or a Reseller of the Vendor's Products.  EITF No. 01-09 addresses the accounting
consideration  given by a vendor to a customer.  The EITF is  effective  for the
Company on January 1, 2002.  The adoption of this  statement  will result in the
reclassification  of sales and  marketing  expenses to revenue in 2001  totaling
$473,000.  There were no amounts  reclassified  in the first quarter of 2001. In
the second and third quarters of 2001,  $146,000 and $166,000  respectively were
reclassified as decreases to selling,  general and  administrative  expenses and
corresponding  decreases to net revenue.  The amount to be  reclassified  in the
fourth quarter of 2001 is $161,000.

                                       7
<PAGE>

In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities,  which addresses financial accounting and reporting
for costs  associated with exit or disposal  activities and supersedes  Emerging
Issues Task Force  (EITF)  Issue No. 94-3,  "Liability  Recognition  for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (including
Certain Costs  Incurred in a  Restructuring)."  This  statement  requires that a
liability for a cost associated with an exit or disposal  activity be recognized
when the  liability is incurred.  Under Issue 94-3, a liability for an exit cost
as defined in Issue 94-3 was recognized at the date of an entity's commitment to
an exit  plan.  This  statement  also  establishes  that  the  liability  should
initially  be measured  and  recorded at fair value.  The Company will adopt the
provisions  of SFAS No. 146 for exit or disposal  activities  that are initiated
after  December  31,  2002  and the  adoption  will not  have an  impact  on the
historical  results  of  operations,  financial  position  or  liquidity  of the
Company.

2. Inventories

     Inventories consist of the following (in thousands):

                                             December 31,   September 30,
                                               2001             2002
                                               ----             ----
         Raw materials and subassemblies...  $ 1,783         $  1,373
         Finished goods....................    3,950            2,314
                                             -------         --------
         Inventories.......................  $ 5,733         $  3,687
                                             =======         ========

3. Net loss per share

The  following  is a  calculation  of the  denominators  used for the  basic and
diluted net loss per share computations (in thousands):

<TABLE>
<CAPTION>
                                                   Three Months Ended         Nine Months Ended
                                                      September 30,              September 30,
                                              ------------------------------------------------------
                                                  2001           2002        2001          2002
                                                  ----           ----        ----          ----

<S>                                             <C>            <C>           <C>          <C>
Weighted average common shares
outstanding ..................................   37,133         62,043       36,051        62,105
Weighted average common shares outstanding
subject to repurchase ........................     (994)          (420)      (1,214)         (538)
                                                 ------         -------      ------        ------
Shares used in computation, basic and
diluted ......................................   36,139         61,623       34,837        61,567
                                                 ======         ======       ======        ======
</TABLE>

During the three and nine months ended  September 30, 2001 and 2002, the Company
had securities  outstanding,  which could potentially  dilute basic earnings per
share in the future,  but were excluded in the  computation of diluted  earnings
per share in such periods,  as their effect would have been anti-dilutive due to
the net loss reported in such periods.  Such outstanding  securities  consist of
the following at: September 30, 2001,  877,874 shares of common stock subject to
repurchase and options to purchase 13,554,695 shares of common stock;  September
30, 2002,  380,666  shares of common stock subject to repurchase  and options to
purchase  7,497,142 shares of common stock,  and warrants to purchase  7,090,000
shares of common stock.

4. Goodwill and Intangible Assets

As we operate in one reportable segment, the design, development,  marketing and
sale of multi-service broadband access communications  equipment,  and have only
one reporting  unit,  VINA  consolidated,  the measurement of the fair value for
goodwill is our market capitalization. The deterioration of the telecom industry
and the decline in our current product sales in the first quarter,  were factors
that required the Company to evaluate the fair value of the goodwill. Management
evaluated   the  fair  value  of  the  Company  as   determined  by  its  market
capitalization  against its carrying  value,  net assets,  and  determined  that
goodwill was  impaired.  In  addition,  under SFAS No. 144  "Accounting  for the
Impairment of Disposal of Long-Lived  Assets" we evaluated the intangible assets
for impairment and determined a portion of the intangible  assets were impaired.
We recorded a $29.8  million  impairment  charge  during the nine  months  ended

                                       8
<PAGE>

September 30, 2002.  The amount was  comprised of $27.3 million of goodwill,  in
the first quarter of 2002,  and $2.0 million and $500,000 of intangible  assets,
in the first and third quarters of 2002, respectively.

Intangible assets consist of the following (in thousands):

<TABLE>
<CAPTION>
                                      December 31, 2001                            September 30, 2002

                                      Gross                                Gross
                       Amortization   Carrying Accumulated                 Carrying Accumulated  Impairment
                       Period         Amount   Amortization   Net          Amount   Amortization Loss          Net
                       ----------------------------------------------------------------------------------------------
<S>                     <C>           <C>      <C>         <C>            <C>       <C>          <C>
Core technology         4 years       $ 3,022  $   (630)   $ 2,392        $ 2,898   $   (935)    $ (1,963)          -
Current technology      4 years           310       (64)       246            310        (83)        (227)          -
Trade name              4 years           346       (73)       273            346        (73)        (273)          -
Intellectual property   4 years         1,859         -      1,859          1,859       (349)           -     $ 1,510
Workforce-in-place      3 years         1,236      (343)       893              -          -            -           -
                                    ---------------------------------------------------------------------------------
Total                                 $ 6,773  $ (1,110)   $ 5,663        $ 5,413   $ (1,440)    $ (2,463)    $ 1,510
                                    =================================================================================
</TABLE>

All  of  VINA's  intangible  assets  are  subject  to  amortization  except  for
workforce-in-place and tradename. Workforce in place was recorded as goodwill as
of January 1, 2002.

Estimated future amortization expense is as follows (in thousands):

                                    Fiscal year                  Total
                                                                 -----
                  (Remaining three months) 2002                  $ 116
                                           2003                    465
                                           2004                    465
                                           2005                    464
                                                    ------------------
                             Total Amortization                $ 1,510
                                                    ==================

The  changes  in the  carrying  amount of  goodwill  for the nine  months  ended
September 30, 2002 are as follows (in thousands):

Balance as of January 1, 2002             $    27,319
Impairment loss                               (27,319)
                                          -----------
Balance as of September 30, 2002          $         -
                                          ===========

Had the provisions of FAS No. 142 been applied  beginning on January 1, 2001 our
net loss and net loss per share would have been as follows (in thousands  except
per share amounts):
<TABLE>
<CAPTION>
                                               Three Months Ended             Nine Months Ended
                                                  September 30,                 September 30,
                                              2001            2002          2001             2002
                                              ----            ----          ----             ----
<S>                                        <C>           <C>            <C>               <C>
Net loss as reported ..................... $(7,219)      $  (6,934)     $(37,793)         $(53,509)
Add back amortization:
    Goodwill .............................   2,086              --         5,047                --
    Workforce-in-place ...................     103              --           240                --
    Tradename ...........................       22              --            51                --


Adjusted net loss ........................ $(5,008)      $  (6,934)     $(32,455)         $(53,509)
                                           ==========================================================

EPS - basic and diluted, as reported ..... $ (0.20)      $   (0.11)     $  (1.08)         $  (0.87)
Goodwill, workforce-in-place and .........
tradename amortization ...................    0.06              --          0.15                --
                                           ----------------------------------------------------------
Adjusted EPS ............................. $ (0.14)      $   (0.11)     $  (0.93)         $  (0.87)
                                           ==========================================================
</TABLE>
                                        9
<PAGE>

5.  Acquisition

On  February  27,  2001,  the  Company  completed  the  acquisition  of Woodwind
Communications  Systems,  Inc  (Woodwind),  a provider  of  voice-over-broadband
network edge  solutions.  The  acquisition  was accounted for as a purchase.  To
acquire  Woodwind,  the Company paid $7.5  million in cash,  issued 4.15 million
shares of VINA common stock with a fair value of $39.5  million,  and  converted
all  outstanding  Woodwind  options into options to purchase 1.1 million of VINA
common stock with a fair value of $2.6 million. In addition, the Company assumed
certain  operating  assets and liabilities of Woodwind and incurred  acquisition
expenses of $726,000.  In connection with the acquisition,  the Company recorded
$43.6  million of goodwill and  intangible  assets,  which were  amortized  over
useful lives of three to four years.  As  described  in note 5, the  outstanding
balance of the  intangible  assets is $1.5 million as of September 30, 2002. The
Company also  recorded a one-time  charge of $5.1 million in 2001 for  purchased
in-process technology.

Pro Forma Financial Results

The following  selected  unaudited pro forma combined  results of operations for
the nine months ended  September  30, 2001 of the Company and Woodwind have been
prepared assuming that the acquisition  occurred at the beginning of the periods
presented.  The following pro forma  financial  information  is not  necessarily
indicative  of the results  that would have  occurred had the  acquisition  been
completed  at the  beginning of the period  indicated  nor is it  indicative  of
future operating results (in thousands, except per share data):

                                                    Nine Months Ended
                                                      September 30,
                                                          2001
                                                          ----
Net revenue                                            $ 35,757
Net loss                                               ($37,491)
Net loss per share                                       ($1.05)
Shares used in calculation of net loss per share         35,728

The pro  forma  results  of  operations  give  effect  to  certain  adjustments,
including  amortization  of purchased  intangibles,  goodwill and deferred stock
compensation  associated  with the  acquisition.  The $5.1  million  charge  for
purchased  in-process  research and  development  has been excluded from the pro
forma results, as it is a material non-recurring charge.

6. Restructuring

During April and July 2002,  the Company  announced and completed  restructuring
plans  intended  to  better  align  its  operations  with  the  changing  market
conditions.  The  plans  was  designed  to  prioritize  VINA's  growth  areas of
business,  focus on profit contribution and reduce expenses.  The restructurings
includes a workforce reduction and other operating reorganizations.  As a result
of the restructuring efforts, the Company reduced its workforce by approximately
23% and 26% in April and July 2002, respectively.

A summary of the restructuring  accrual as of September 30, 2002 were as follows
(in thousands):
<TABLE>
<CAPTION>
                                                  Stock
                                Workforce     Compensation     Abandonment of      Capital
                                Reductions       Benefit         Facilities       Equipment    Total
                                ---------------------------------------------------------------------
<C>                             <C>             <C>             <C>              <C>           <C>
2001 remaining provision        $    46         $     -         $    -           $     -       $   46
April 2002 provision                835          (1,547)           400               340           28
July 2002 provision                 602            (762)            35               945          820
Net provision utilized           (1,483)          2,309           (102)           (1,285)        (561)
                                ---------------------------------------------------------------------
Balance at September 30, 2002   $     0         $     0         $  333            $    0          333
                                =====================================================================
</TABLE>

                                       10
<PAGE>

Workforce reduction - These restructuring  programs resulted in the reduction of
80 employees  across all functions (43 in April of 2002 and 37 in July 2002). As
of September  30, 2002, we have  disbursed the total amount  related to the 2002
severance,  $1,437,000,  and have reversed  $46,000  pertaining to the remaining
balance from the 2001 workforce reduction.

Stock compensation  benefit - In connection with the April workforce  reduction,
the Company  recorded a net benefit of $  1,547,000.  This net benefit  resulted
from a  $1,577,000  benefit for the  reversal of prior  period  estimated  stock
compensation  expense  on  forfeited  stock  options  offset by $30,000 of stock
compensation  expense  resulting from the acceleration of unvested stock options
in accordance with employee separation agreements.  The July workforce reduction
resulted in a benefit of $762,000  for the  reversal of prior  period  estimated
stock compensation expense on forfeited stock options.

Abandonment  of facilities - Part of the  restructuring  included the closure of
our  engineering  facilities  in Maryland and Texas in April 2002 and July 2002,
respectively.  The  remaining  balance of  $333,000  related to  abandonment  of
facilities  will be disbursed  over the term of the  remaining  leases ending in
2004.

Capital  equipment  - As a result  of the  closing  of our  Maryland  and  Texas
facilities  and our  reductions in headcount,  we determined  that we had excess
capital  equipment  with total book values  substantially  less than  marketable
value. We finalized the dispositions in September of 2002.

7. 2002 Stock Option Exchange Program

In May 2002, our Board of Directors  approved a Stock Option  Exchange  Program.
Under this program, eligible employees may elect to exchange certain outstanding
stock option grant with an exercise  price  greater than or equal to $1.00 for a
new  option to  purchase  the same  number of shares of VINA  Technologies  Inc.
common stock. The replacement  option will be issued at least six months and one
day  after the  cancellation  date.  The new  options  will be issued  from VINA
Technologies,  Inc.  2000  Stock  Option  Plan and will be  non-statutory  stock
options. The individuals participating in this program must be employees of VINA
Technologies,  Inc. on the replacement  grant date to be eligible to receive the
new stock  options.  No  consideration  for the canceled  stock  options will be
provided to individuals  terminating  employment prior to the replacement  grant
date. The new option will have an exercise price equal to VINA Technologies Inc.
common stock's closing price on the date prior to the replacement grant. The new
stock  options will vest on the same  schedule as the canceled  options.  At the
expiration  date of this program,  August 15, 2002, the Company had accepted for
exchange  options to purchase  2,692,082  shares of common  stock,  representing
approximately 38% of the options that were eligible to be tendered.

8. Commitments and Contingencies

Our contract  manufacturer has obtained or has on order  substantial  amounts of
inventory to meet our revenue forecasts.  If future shipments do not utilize the
committed inventory,  the contract manufacturer has the right to bill us for any
excess  component and finished goods  inventory.  We also have a  non-cancelable
purchase order with a major chip supplier for one of our critical components. As
of September 30, 2002, the estimated  purchase  commitments  and  non-cancelable
purchase orders to those companies is $3.0 million.  In August 2002, VINA placed
$1.0 million on deposit with our contract manufacturer as security against these
purchase commitments.

As of September 30, 2002, we had  $3,500,000  in restricted  cash.  This cash is
comprised of two separate restricted cash items. We had a certificate of deposit
for $3.0 million, this amount is not available to fund operations, as it secured
a $3.0  million  committed  revolving  line of credit that had been  utilized at
September  30, 2002.  We also have an  irrevocable  letter of credit of $500,000
that is used as collateral for the lease on the Newark, California facility.

As of September 30, 2002, we have lease  commitments  of $5.0 million for leases
on four properties, which expire by September 30, 2007.


                                       11
<PAGE>

The high  technology  and  telecommunications  industry  in which we  operate is
characterized  by frequent claims and related  litigation  regarding  patent and
other  intellectual  property rights. We are not a party to any such litigation;
however any such  litigation in the future could have a material  adverse effect
on our consolidated operations and cash flows.

9. Short-term Debt

As of September 30, 2002, we had $3.0 million in short-term debt. This debt is a
$3.0  million  committed  revolving  line of credit.  This debt was secured by a
certificate of deposit for $3.0 million (see note 10).

10. Subsequent Events

As of September 30, 2002, we had a certificate  of deposit for $3.0 million that
secured a $3.0 million committed  revolving line of credit. In October 2002, the
Company remitted full payment for the $3.0 million revolving line of credit.



                                       12

<PAGE>


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

     When used in this  report the words  "may,"  "will,"  "could"  and  similar
expressions  are  intended to  identify  forward-looking  statements.  These are
statements  that relate to future periods and include  statements as to expected
net  losses,   expected  cash  flows,   expected   expenses,   expected  capital
expenditures,  expected deferred stock compensation,  the extent of fluctuations
in gross margins, the adequacy of capital resources,  growth in operations,  the
ability to integrate  companies  and  operations  that we may acquire,  expected
reduction  of  operation  costs,  our  ability  to reach a cash flow  break-even
position, our strategy with regard to protecting our proprietary technology, the
ability to compete  and  respond to rapid  technological  change,  the extent to
which we can develop new products,  expected customer concentration,  ability to
execute our business plan, the ability to identify and resolve  software  issues
and related  applications  deficiencies of our Multiservice  Broadband  Exchange
(MBX) product and the market acceptance of the MBX products, the extent to which
we can maintain relationships with vendors of emerging technologies,  the extent
to which and at what rate demand for our services increases, the extent to which
the telecommunications industry experiences consolidation, our ability to expand
our international  operations and enter into new markets, the extent to which we
and our ability to actively  participate in marketing,  business development and
other programs, the extent to which we can expand our field sales operations and
customer support  organizations and build our infrastructure,  the extent we can
build market awareness of our company and our products,  and the performance and
utility of products and services.

     Forward-looking  statements  are  subject to risks and  uncertainties  that
could cause actual  results to differ  materially  from those  projected.  These
risks and uncertainties  include, but are not limited to the extent to which the
current economic environment affects our current and potential customers' demand
for  our  products,   the  effects  of  competition,   competitive  pricing  and
alternative  technological  advances, the extent to which our current and future
products  compete with the products of our  customers,  our ability to implement
successfully  and achieve the goals of our  corporate  restructuring  plan,  our
ability to design,  market and  manufacture  successfully  products that address
market   demands,   our  ability  to   accurately   predict  our   manufacturing
requirements,  our ability to maintain  relationships  with  vendors of emerging
technologies, changes in our business plans, our ability to integrate the former
employees of Metrobility Optical Systems,  Inc. into our company, our ability to
retain and attract  highly  skilled  engineers for our research and  development
activities,  our ability to execute our business  plan,  and the risks set forth
below under Item 2, "Management's Discussion and Analysis of Financial Condition
and Results of  Operations  -- Other  Factors  That May Affect  Results."  These
forward-looking  statements  speak  only as of the  date  hereof.  We  expressly
disclaim  any  obligation  or  undertaking  to release  publicly  any updates or
revisions  to any  forward-looking  statements  contained  herein to reflect any
change  in our  expectations  with  regard  thereto  or any  change  in  events,
conditions or circumstances on which any such statement is based.

     This Form 10-Q  includes the  following  registered  trademarks  as well as
filed  applications  to  register  trademarks  of VINA  Technologies  including:
Integrator-300,  VINA,  VINA  Technologies,  eLink-100,  Multiservice  Broadband
Xchange,  MX-500,  MX-550,  and Multiservice  Xchange.  All other trademarks and
trade names  appearing  in this Form 10-Q are the  property of their  respective
holders;  for example,  SLC,  ConnectReach and AnyMedia are trademarks and trade
names of Lucent Technologies.  The inclusion of other companies' brand names and
products in this Form 10-Q is not an endorsement of VINA.

     The following  information should be read in conjunction with the unaudited
condensed  consolidated financial statements and notes thereto set forth in Item
1 of this  quarterly  report.  We also urge  readers to review and  consider our
disclosures describing various factors that could affect our business, including
the  disclosures  under  Management's   Discussion  and  Analysis  of  Financial
Condition and Results of Operations  and Risk Factors and the audited  financial
statements and notes thereto  contained in our Annual Report on Form 10-K, filed
with the  Securities  and Exchange  Commission  for the year ended  December 31,
2001, as amended.

Recent Developments

     As of September 30, 2002, we had a certificate  of deposit for $3.0 million
that secured a $3.0 million committed revolving line of credit. In October 2002,
we remitted full payment for the $3.0 million revolving line of credit.


                                       13
<PAGE>


Overview

     VINA Technologies,  Inc. is a leading developer of multi-service  broadband
access communications equipment that enables communications service providers to
deliver  bundled  voice  and  data  services.  Our  products  integrate  various
broadband access  technologies,  including  existing  circuit-based and emerging
packet-based networks,  onto a single platform to alleviate capacity constraints
in communications networks.

     From our  inception  in June 1996  through  February  1997,  our  operating
activities  related  primarily to  developing  and testing  prototype  products,
commencing  the staffing of our sales and  customer  service  organizations  and
establishing   relationships   with  our   customers.   We  began  shipping  our
Multi-service  Integrator-300  product  family in March 1997,  our  Multiservice
Xchange  product in May 1999, our eLink product family in November 2000, and our
MBX product in September 2001.  Since  inception,  we have incurred  significant
losses,  and as of September 30, 2002, we had an  accumulated  deficit of $175.7
million.

     We market and sell our  products and  services  directly to  communications
service providers and through OEM customers and value-added resellers,  or VARs.
Our customer base is highly concentrated. A relatively small number of customers
have  accounted for a significant  portion of our  historical  net revenue.  Our
three largest  customers  accounted for approximately 73% of our net revenue for
the nine  months  ended  September  30,  2002.  While  the level of sales to any
specific  customer is anticipated to vary from period to period,  we expect that
we will  continue  to  experience  significant  customer  concentration  for the
foreseeable  future.  To date,  international  sales have not been  significant.
International  sales  have  been  denominated  primarily  in U.S.  dollars  and,
accordingly,  we have not been exposed to  significant  fluctuations  in foreign
currency exchange rates.

     Cost of revenue consists  primarily of costs of products  manufactured by a
third-party contract manufacturer, component costs, depreciation of property and
equipment,  personnel  related  costs to manage the  contract  manufacturer  and
warranty costs,  and excludes  amortization of deferred stock  compensation.  We
conduct program  management,  manufacturing  engineering,  quality assurance and
documentation  control at our facility in Newark,  California.  We outsource our
manufacturing and testing requirements to Benchmark Electronics.  Accordingly, a
significant portion of our cost of revenue consists of payments to this contract
manufacturer.

     We  expect  our gross  margin to be  affected  by many  factors,  including
competitive pricing pressures,  fluctuations in manufacturing volumes, inventory
obsolescence,  costs of components and  sub-assemblies,  costs from our contract
manufacturers   and  the  mix  of  products  or  system   configurations   sold.
Additionally,  our gross  margin  may  fluctuate  due to  changes  in our mix of
distribution channels. Currently, we derive a significant portion of our revenue
from sales made to our OEM customer.  A significant increase in revenue to these
OEM customer would adversely reduce our gross margin percentage.

     Research and  development  expenses  consist  primarily  of  personnel  and
related costs,  consulting  expenses and prototype  costs related to the design,
development,  testing and  enhancement  of our  multi-service  broadband  access
products,  and excludes amortization of deferred stock compensation.  We expense
all of our research and development expenses as incurred.

     Selling, general and administrative expenses consist primarily of personnel
and related costs,  including  salaries and commissions for personnel engaged in
direct and indirect selling and marketing and other administrative functions and
promotional  costs,  including  trade  shows and  related  costs,  and  excludes
amortization of deferred stock compensation.

     Stock-based  compensation  consists  of the fair  value  of  stock  options
granted to  non-employees  for services and the  amortization  of deferred stock
compensation on stock options granted to employees.  Deferred stock compensation
represents  the  difference  between the deemed fair market  value of our common
stock at the time of the grant of the  option and the  exercise  prices of these
options.  We amortize deferred stock  compensation using a multiple option award
valuation approach over the vesting periods of the applicable options,  which is
generally four years.

     We operate in one reportable segment,  the design,  development,  marketing
and sale of multi-service  broadband access communications  equipment,  and have
only one reporting  unit,  VINA  consolidated.  As such the  measurement of fair

                                       14
<PAGE>

value is our market  capitalization.  We evaluated the fair value of our company
as  determined  by our market  capitalization  against our carrying  value,  net
assets, and determined that certain long-lived assets were impaired.

     Other income,  net, consists primarily of interest earned on our cash, cash
equivalent  and  short-term  investment  balances  partially  offset by interest
expense associated with our debt obligations.

Critical Accounting Policies

     Our  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles. We believe
the  following  critical  accounting  policies,  among  others,  affect its more
significant  judgments and estimates  used in the  preparation  of its financial
statements:

     Revenue  Recognition - We recognize revenue when persuasive  evidence of an
arrangement  exists,  delivery has occurred or services have been rendered,  the
price is fixed  and  determinable  and  collectibility  is  reasonably  assured.
Product revenue is generated from the sale of communications  equipment embedded
with  software  that is  essential to its  functionality,  and  accordingly,  we
account for these transactions in accordance with SEC Staff Accounting  Bulletin
(SAB) No. 101,  Revenue  Recognition in Financial  Statements,  and Statement of
Position (SOP) 97-2, Software Revenue Recognition.

     Product  revenue is  recognized  when all SAB No. 101 and SOP 97-2 criteria
are met, which  generally  occurs at the time of shipment.  In multiple  element
arrangements  where  there are  undelivered  elements  at the time of  shipment,
product  revenue is recognized at the time of shipment as the residual  value of
the arrangement after allocation of fair value to the undelivered elements based
on vendor specific objective evidence (VSOE).

     Service  revenue is generated from the sale of  installation,  training and
post contract  customer support (PCS) agreements  related to the  communications
equipment. We also account for these transactions in accordance with SAB No. 101
and SOP 97-2,  and as such  recognize  revenue  when all of the related  revenue
recognition  criteria  are met  which  is (i) at the time  the  installation  or
training  service  is  delivered;  and  (ii)  ratably  over  the term of the PCS
agreement. In multiple element arrangements where these services are undelivered
when the communications  equipment is shipped,  we defer the fair value of these
undelivered  elements based on VSOE and  recognizes  revenue as the services are
delivered.  We also record a provision for estimated  sales returns and warranty
costs at the time the product revenue is recognized.

     Allowance for Doubtful Accounts - We continuously  monitor  collections and
payments from our customers and maintain a provision for estimated credit losses
based upon the age of outstanding  invoices and any specific customer collection
issues that we have identified.  Since our accounts receivables are concentrated
in a relatively few number of customers,  a significant  change in the financial
position of any one of these customers  could have a material  adverse impact on
the  collectability  of our  accounts  receivables,  which  would  require  that
additional allowances be recorded.

     Inventory  Reserves - We regularly review the volume and composition of our
inventory on hand and compare it to our estimated forecast of product demand and
production  requirements.  We record write downs for estimated  obsolescence  or
unmarketable  inventory  for the  difference  between the cost and the estimated
market  value  based  upon  these  reviews.  If actual  future  demand or market
conditions are less favorable than our estimates,  then  additional  write-downs
may be required.

     Valuation  and  Impairment  of  Goodwill  and  Other  Acquisition   Related
Intangible  Assets  -  We  operate  in  one  reportable  segment,   the  design,
development, marketing and sale of multi-service broadband access communications
equipment,  and have only one reporting unit, VINA consolidated,  therefore, our
measurement  of the fair  value  for  goodwill  of our  company  is it's  market
capitalization.  We evaluate the fair value of our company as  determined by its
market capitalization  against its carrying value, net assets to evaluate if any
impairment has occurred in the balance of the goodwill and intangible assets.


                                       15
<PAGE>


Results of Operations

     Three and Nine Months Ended September 30, 2002 and 2001

     Net revenue.  Net revenue  decreased  to $19.1  million for the nine months
ended  September 30, 2002 from $35.8 million for the nine months ended September
30,  2001.  Net revenue  decreased  to $6.0  million for the three  months ended
September 30, 2002 from $12.8  million for the three months ended  September 30,
2001.  These  decreases in net revenue are primarily due to decreased unit sales
to existing customers and lower average selling prices on our Integrator-300 and
eLink products.

     Cost  of  revenue.  Cost  of  revenue  including  stock-based  compensation
decreased  to $14.4  million for the nine months ended  September  30, 2002 from
$23.9 million for the nine months ended September 30, 2001 and decreased to $3.8
million for the three months ended  September 30, 2002 from $8.0 million for the
three months ended September 30, 2001.  These decreases were the result of lower
direct  material  costs from lower unit sales for three and nine,  month periods
ended  September  30, 2002.  Gross  profit  including  stock-based  compensation
decreased  to $4.7  million for the nine months  ended  September  30, 2002 from
$11.8  million  for the nine months  ended  September  30,  2001.  Gross  profit
including  stock-based  compensation  decreased  to $2.2  million  for the three
months  ended  September  30, 2002 from $4.8  million for the three months ended
September  30, 2001.  These  decreases  were the result of lower revenue for the
nine and three month periods ended  September 30, 2002.  Gross profit  including
stock-based compensation as a percentage of net revenue decreased to 25% for the
nine  months  ended  September  30,  2002  from  33% for the nine  months  ended
September  30,  2001.  Gross  profit  including  stock-based  compensation  as a
percentage of net revenue  decreased to 37% for the three months ended September
30, 2002 from 38% for the three months ended September 30, 2001. These decreases
were the result of lower  revenue  for the nine and three  month  periods  ended
September 30, 2002, which caused fixed overhead costs to be a higher  percentage
of cost  in the  period  as well as  decreased  average  selling  prices  on our
Integrator-300 and eLink products.

     Research  and  development  expenses.  Research  and  development  expenses
including  stock-based  compensation  decreased  to $12.9  million  for the nine
months ended  September  30, 2002,  from $17.7 million for the nine months ended
September 30, 2001 and also decreased to $3.2 million for the three months ended
September  30, 2002 from $5.1 million for the three months ended  September  30,
2001.  The  decreases  in absolute  dollar  amounts  were  primarily a result of
decreases in stock-based compensation expense of $2.8 million for the nine month
period and $327,000 for the three month period and other decreased personnel and
consulting  costs.  Research  and  development  expenses  including  stock-based
compensation  as a percentage of net revenue  increased to 68% in the first nine
months  of 2002 from 50% in the first  nine  months of 2001,  and to 53% for the
three  months  ended  September  30,  2002 from 40% for the three  months  ended
September  30, 2001 as our revenue  decreased at a faster rate than research and
development expenses.

     Selling,  general  and  administrative   expenses.   Selling,  general  and
administrative  expenses including stock-based  compensation  decreased to $14.2
million for the nine months ended  September 30, 2002 from $23.8 million for the
nine months ended September 30, 2001 and decreased to $4.5 million for the three
months  ended  September  30, 2002 from $6.3  million for the three months ended
September 30, 2001.  These  decreases were primarily  attributable a decrease in
stock-based  compensation  expense of $4.0 million for the nine month period and
$520,000 for the three month period and other  decreased  personnel,  consulting
and professional costs. Selling,  general and administrative  expenses including
stock-based compensation as a percentage of net revenue increased to 75% for the
first nine  months of 2002 from 67% for the first nine months of 2001 and to 75%
for the three  months  ended  September  30, 2002 from 49% for the three  months
ended  September  30,  2001,  as our  revenue  decreased  at a faster  rate than
selling, general and administrative expenses.

     Stock-based  compensation.  Stock-based  compensation  expense decreased to
$1.2 million for the nine months ended  September 30, 2002 from $8.4 million for
the nine months ended  September 30, 2001.  The decrease is due primarily to our
use of the multiple  option award  approach for the  amortizing  deferred  stock
compensation,   which   resulted  in   accelerated   amortization.   Stock-based
compensation  expense for the three  months  ended  September  30, 2002 was $1.0
million as  compared  to a stock  compensation  expense of $55,000 for the three
months ended  September 30, 2001.  This increase was primarily due to the higher

                                       16
<PAGE>

restructuring  benefit in the three months  ended  September  30,  2001,  offset
slightly by higher amortization of stock-based  compensation in the three months
ending September 30, 2001.

     Goodwill and intangible assets. As VINA operates in one reportable segment,
the design,  development,  marketing and sale of multi-service  broadband access
communications  equipment,  and has only one reporting unit, VINA  consolidated,
the measurement of the fair value for our goodwill is our market capitalization.
The deterioration of the telecom industry and the decline in our current product
sales in the first quarter of 2002 required us to evaluate the fair value of the
company's goodwill.  We evaluated the fair value of our company as determined by
our market capitalization against our carrying value, net assets, and determined
that goodwill was impaired. In addition,  under SFAS No. 144 "Accounting for the
Impairment of Disposal of Long-Lived  Assets" we evaluated our intangible assets
for impairment and determined a portion of the intangible  assets were impaired.
As a result,  we  recorded a $29.8  million  impairment  charge  during the nine
months ended  September  30, 2002.  The amount was comprised of $27.3 million of
goodwill,  in the first  quarter  of 2002,  and $2.0  million  and  $500,000  of
intangible assets, in the first and third quarters of 2002, respectively.

     Restructuring  expenses.  Restructuring  expenses,  excluding the impact of
stock-based  compensation,  of $1.5  million and $3.1  million for the three and
nine months ended  September  30, 2002  resulted  primarily  from  severance and
outplacement costs, abandonment of facilities costs and excess capital equipment
costs  associated  with the  workforce  reduction  plans in the second and third
quarters of 2002. Including the impact of stock-based compensation,  we recorded
a net  restructuring  charge of  $774,000  and  $802,000  for the three and nine
months ended  September 30, 2002. As of September 30, 2002, we made $1.4 million
in severance and $102,000 in abandonment of facilities  payments.  The remaining
balance of $333,000 related abandonment of facilities will be disbursed over the
term of the remaining leases ending in 2004.

     Interest  income,  net.  Interest  income,  net for the nine  months  ended
September  30, 2002  decreased to $179,000 from $1.3 million for the nine months
ended  September  30,  2001.  Interest  income,  net for the three  months ended
September 30, 2002 decreased to $23,000 from $277,000 for the three months ended
September 30, 2001.  These  decreases  were primarily  attributable  to interest
earned on lower average cash balances throughout the relevant period.

Liquidity and Capital Resources

     Net cash used in operating  activities for the nine months ended  September
30, 2002 was $17.7 million and $23.8 million for the nine months ended September
30, 2001. Cash used in operating  activities for the nine months ended September
30, 2002 resulted  primarily from the net loss from operations of $53.5 million,
an increase in other assets,  a decrease in accounts  payable and other accruals
of $1.4  million and $4.6  million,  respectively,  off-set by a net decrease in
accounts   receivable  of  $4.8  million  and  non-cash   activities   including
depreciation,   disposal,  and  amortization  of  fixed  assets,   goodwill  and
intangible assets of $3.9 million,  an inventory  commitment  purchase charge of
$1.7  million,  and a write  down  of  goodwill  and  intangible  assets  due to
impairment of $29.8 million.

     Net cash used by  investing  activities  was  $608,000  for the nine months
ended September 30, 2002 and net cash provided in investing activities was $34.8
million for the nine months ended  September  30,  2001.  Cash used by investing
activities for the nine months ended  September 30, 2002 was due to the purchase
of property and equipment of $608,000.

     Net cash  provided by  financing  activities  was $9.7 million for the nine
months ended September 30, 2002 and $438,000 for the nine months ended September
30,  2001.  Cash  provided by  financing  activities  for the nine months  ended
September 30, 2002 was  primarily  due to $9.8 million from  issuances of common
stock.

     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  during the nine months ended  September  30, 2002,  we used cash in
operating activities of $17.7 million. As of September 30, 2002, we had cash and
cash equivalents of $7.2 million and our accumulated deficit was $175.7 million.
These  factors among others may indicate that we will be unable to continue as a

                                       17
<PAGE>

going  concern for a reasonable  period of time.  We have  implemented,  and are
continuing  to pursue,  aggressive  cost  cutting  programs in order to preserve
available cash.

     Our contract  manufacturer has obtained or has on order substantial amounts
of inventory to meet our revenue  forecasts.  If future shipments do not utilize
the committed inventory,  the contract manufacturer has the right to bill us for
any excess component and finished goods inventory. We also have a non-cancelable
purchase order with a major chip supplier for one of our critical components. As
of September 30, 2002, the estimated  purchase  commitments  and  non-cancelable
purchase orders to those companies is $3.0 million.  In August 2002, VINA placed
$1.0 million on deposit with our contract manufacturer as security against these
purchase commitments.

     As of September 30, 2002, we had $3,500,000 in restricted  cash.  This cash
is comprised of two separate  restricted  cash items.  We had a  certificate  of
deposit for $3.0 million, this amount is not available to fund operations, as it
secured a $3.0 million committed revolving line of credit that had been utilized
at September 30, 2002. We also have an irrevocable  letter of credit of $500,000
that is used as collateral for the lease on the Newark, California facility.

     As of September  30, 2002,  we have lease  commitments  of $5.0 million for
leases on four properties, which expire by September 30, 2007.

     We will need to obtain  additional  funding during the next six months.  We
will from time to time review and may pursue additional financing opportunities,
including sales of additional  equity or debt securities or securing a bank line
of  credit.  Currently,  we have  no  other  immediately  available  sources  of
liquidity.  The sale of additional  equity or other  securities  could result in
additional dilution to our stockholders.  Arrangements for additional  financing
may not be  available  in  amounts  or on  terms  acceptable  to us,  if at all.
Further,  our  recent  transfer  from the Nasdaq  National  Market to the Nasdaq
SmallCap Market may make it even more difficult for us to raise funds.


                         FACTORS THAT MAY AFFECT RESULTS

     The risks and  uncertainties  described  below are not the only ones facing
our company.  Additional  risks and  uncertainties  not presently known to us or
that we currently deem  immaterial may also impair our business  operations.  If
any of the following risks actually occur, our business, financial condition and
results of operations could be materially and adversely affected.

                          Risks Related To Our Business

We will need to obtain additional  funding during the next six months. If we are
unable to reduce our expenses  significantly  and increase our revenues,  or are
unable to raise  more  capital,  we may not have  sufficient  funds to  continue
operations at the current level, or at all.

     During the nine months ended  September 30, 2002, we used cash in operating
activities  of $17.7  million.  As of September  30, 2002,  we had cash and cash
equivalents of $7.2 million and an  accumulated  deficit of $175.7  million.  We
will need to obtain  additional  funding during the next six months.  Our recent
move from the Nasdaq  National  Market to the Nasdaq SmallCap Market may make it
even more  difficult  for us to raise  funds.  If we are  unable  to reduce  our
expenses  significantly and increase our revenues,  or if we are unable to raise
more capital, we may not have sufficient funds to continue operations.

Because we have a limited  operating  history  and  operate in a new and rapidly
evolving  telecommunications  market,  you may  have  difficulty  assessing  our
business and predicting our future financial results.

     We were  incorporated  in June 1996 and did not begin shipping our products
until March 1997.  Due to our limited  operating  history,  it is  difficult  or
impossible for us to predict our future results of operations.

We have a history of losses, we expect future losses,  and we may not be able to

                                       18
<PAGE>

generate   sufficient   net   revenue  in  the  future  to  achieve  or  sustain
profitability.

     We have incurred significant losses since inception and expect that our net
losses and negative cash flow from  operations will continue for the foreseeable
future.  We incurred net losses of  approximately  $17.1 million in 1999,  $43.3
million  in 2000,  $48.6  million in 2001 and $53.5  million in the nine  months
ended  September  30, 2002.  As of September  30,  2002,  we had an  accumulated
deficit of approximately $175.7 million. To achieve profitability,  we will need
to generate  and sustain  substantially  higher net  revenue  while  maintaining
reasonable cost and expense levels.  We expect to continue to incur  significant
expenses for research and development,  sales and marketing,  customer  support,
and general and administrative expenses.

We  rely on a small  number  of  telecommunications  customers  for  substantial
portions of our net revenue.  If we lose one of our  customers  or  experience a
delay or  cancellation  of a  significant  order or a  decrease  in the level of
purchases  from any of our  customers,  our net  revenue  could  decline and our
operating results and business could be harmed.

     We derive almost all of our net revenue from direct sales to a small number
of   telecommunications   customers  and  our  indirect   sales  through  Lucent
Technologies,  one of our original  equipment  manufacturers,  or OEM, customers
that sell and market our products. If we lose one of our customers or experience
a delay or  cancellation  of a  significant  order or a decrease in the level of
purchases  from any of our  customers,  our net  revenue  could  decline and our
operating  results and business  could be harmed.  Our three  largest  customers
accounted  for  approximately  73% of our net revenue for the nine months  ended
September 30, 2002. We expect that the telecommunications industry will continue
to  experience  consolidation.  If any of our customers is acquired by a company
that  is  one of our  competitors'  customers,  we may  lose  its  business.  In
addition, if an OEM customer is acquired, we could lose that customer. Also, the
ultimate  business  success of our direct service  provider  customers,  our OEM
customers and value added  resellers,  or VARs,  and our indirect  customers who
purchase our products  through an OEM customer and VARs, could affect the demand
for our  products.  For  example,  Advanced  Telecom  Group,  one of our largest
customers,  recently  declared  bankruptcy,  and we are no longer  shipping  any
product to them. In addition,  any difficulty in collecting amounts due from one
or more of our key  customers  could harm our  operating  results and  financial
condition.  If any of these events occur,  our net revenue could decline and our
operating results and business could be harmed.

The difficulties experienced by many of our current and potential CLEC customers
have had and are expected to continue to have an adverse effect on our business.

     To date,  we have sold the  majority of our products to  competitive  local
exchange  carrier,  or CLEC,  customers,  either  directly  or  through  our OEM
customers.  CLECs have experienced  extreme  difficulties in obtaining financing
for their  businesses.  As a result,  CLECs have been forced to scale back their
operations or terminate their operations. For example, two of our customers, MCI
Worldcom and Advanced Telecom Group,  recently filed for bankruptcy  protection.
If our customers become unable to pay for shipped  products,  we may be required
to write-off significant amounts of our accounts receivable.  Similarly,  if our
customers  order  products  and then  suspend  or  cancel  the  orders  prior to
shipping,  we will not generate  revenues  from the  products we build.  In such
circumstances,  our  inventories  may increase and our expenses  will  increase.
Further, we may incur  substantially  higher inventory carrying costs and excess
inventory that could become obsolete over time. We expect that our business will
continue to be significantly  and negatively  affected unless and until there is
substantial improvement in the ability of CLECs to finance their businesses.

Since the telecommunications  industry is characterized by large purchase orders
placed on an irregular basis, it is difficult to accurately  forecast the timing
and size of orders. Accordingly,  our net revenue and operating results may vary
significantly and unexpectedly from quarter to quarter.

     We may  receive  purchase  orders  for  significant  dollar  amounts  on an
irregular basis depending upon the timing of our customers'  network  deployment
and sales and marketing  efforts.  Because orders we receive may have short lead
times, we may not have sufficient  inventory to fulfill these orders, and we may
incur  significant  costs in attempting to expedite and fulfill these orders. In
addition,  orders  expected in one quarter could shift to another because of the
timing  of  our   customers'   purchase   decisions  and  order   reductions  or
cancellations.  For example,  under our OEM agreement with Lucent  Technologies,

                                       19
<PAGE>

Lucent has the right to delay previously placed orders for any reason.  The time
required for our customers to  incorporate  our products into their own can vary
significantly  and generally exceeds several months,  which further  complicates
our planning  processes and reduces the predictability of our operating results.
Accordingly,  our net revenue and operating  results may vary  significantly and
unexpectedly from quarter to quarter.

     Our  customers  have  in the  past  built,  and  may in the  future  build,
significant   inventory  in  order  to  facilitate  more  rapid   deployment  of
anticipated  major projects or for other  reasons.  After building a significant
inventory  of our  products,  these  parties  may be faced with  delays in these
anticipated  major  projects for various  reasons.  For  example,  Lucent may be
required to maintain a significant  inventory of our products for longer periods
than they originally  anticipated,  which would reduce future  purchases.  These
reductions,  in  turn,  could  cause  fluctuations  in  our  future  results  of
operations and severely harm our business and financial condition.

We have a limited order  backlog.  If we do not obtain  substantial  orders in a
quarter, we may not meet our net revenue objectives for that quarter.

     Since inception, our order backlog at the beginning of each quarter has not
been  significant,  and we expect  this trend to  continue  for the  foreseeable
future.  Accordingly,  we must obtain substantial additional orders in a quarter
for shipments in that quarter to achieve our net revenue  objectives.  Our sales
agreements allow  purchasers to delay scheduled  delivery dates without penalty.
Our customer  purchase  orders also allow  purchasers  to cancel  orders  within
negotiated time frames without significant penalty. In addition,  due in part to
factors such as the timing of product release dates, purchase orders and product
availability,  significant volume shipments of our products could occur near the
end of our fiscal quarters. If we fail to ship products by the end of a quarter,
our operating results could be adversely affected for that quarter.

Our  failure to enhance our  existing  products  or develop  and  introduce  new
products that meet changing  customer  requirements and  technological  advances
would limit our ability to sell our products.

     Our ability to increase net revenue will depend significantly on whether we
are  able to  anticipate  or  adapt to  rapid  technological  innovation  in the
telecommunications  industry and to offer, on a timely and cost-effective basis,
products  that meet changing  customer  demands and industry  standards.  If the
standards we adopted are different from those we have chosen to support,  market
acceptance of our products may be significantly reduced or delayed.

     Developing new or enhanced  products is a complex and uncertain process and
we may not have sufficient  resources to successfully and accurately  anticipate
technological  and market trends,  or to  successfully  manage long  development
cycles. We must manage the transition from our older products to new or enhanced
products to minimize  disruption in customer  ordering  patterns and ensure that
adequate supplies of new products are available for delivery to meet anticipated
customer  demand.  Any  significant  delay or failure to release new products or
product  enhancements  on a  timely  and  cost-effective  basis  could  harm our
reputation   and   customer   relationships,   provide  a   competitor   with  a
first-to-market  opportunity  or allow a competitor  to achieve  greater  market
share.

Our products  require  substantial  investment  over a long product  development
cycle, and we may not realize any return on our investment.

     The  development  of new or enhanced  products  is a complex and  uncertain
process.  We,  and our OEM  customers  have in the  past  and may in the  future
experience  design,  manufacturing,  marketing and other difficulties that could
delay or prevent the development,  introduction or marketing of new products and
enhancements.  For example,  we expected to begin shipment of our MBX product in
the second quarter of 2001, but the schedule for these  shipments was delayed to
the third  quarter of 2001  because  of  continued  development  issues and then
suspended  temporarily  due to the MBX's  failure  to meet all of its  specified
applications. Development costs and expenses are incurred before we generate any
net revenue from sales of products  resulting from these  efforts.  We intend to
continue to incur  substantial  research and development  expenses,  which could
have a negative impact on our earnings in future periods.

If we do not predict our manufacturing  requirements accurately,  we could incur

                                       20
<PAGE>

additional costs and suffer manufacturing delays.

     We currently provide  forecasts of our demand to our contract  manufacturer
12 months prior to scheduled  delivery of products to our customers.  Lead times
for the materials and components that we order vary  significantly and depend on
numerous factors, including the specific supplier, contract terms and demand for
a component at a given time. VINA's contract manufacturer has obtained or has on
order  substantial  amounts of inventory to meet our revenue  forecasts.  VINA's
contract  manufacturer  limits  inventory  purchases  within their parameters of
risk.  These limits could cause shortages or long-lead item delays,  which could
affect our  abiilty to ship  product  effectively.  If future  shipments  do not
utilize the committed inventory, the contract manufacturer has the right to bill
us for any  excess  component  and  finished  goods  inventory.  We also  have a
non-cancelable purchase order with a major chip supplier for one of our critical
components.  As of September 30, 2002, the estimated  purchase  commitments  and
non-cancelable  purchase  orders to those  companies is $3.0 million.  In August
2002,  VINA placed $1.0  million on deposit with our  contract  manufacturer  as
security   against  these  purchase   commitments.   If  we   overestimate   our
manufacturing  requirements,  demand for our products are lower than forecasted,
or a product  in our  manufacturing  forecast  becomes  obsolete,  our  contract
manufacturer may have purchased excess or obsolete  inventory.  For example,  in
March 2001 we expensed $1.8 million for excess  inventory  purchase  commitments
and in March 2002 we expensed $1.7 million for excess inventory. For those parts
that are unique to our products, we could be required to pay for these excess or
obsolete parts and recognize related inventory  write-offs.  If we underestimate
our requirements,  our contract  manufacturer may have an inadequate  inventory,
which could  interrupt  manufacturing  of our  products  and result in delays in
shipments, which could negatively affect our net revenue in such periods.

If our products contain  undetected  software or hardware errors, we could incur
significant  unexpected expenses,  experience product returns and lost sales and
be subject to product liability claims.

     Our products are highly technical and designed to be deployed in very large
and complex  networks.  While our products  have been  tested,  because of their
nature,  they can only be fully tested when  deployed in networks  that generate
high amounts of voice or data traffic.  Because of our short operating  history,
some of our  products  have not yet been  broadly  deployed.  Consequently,  our
customers  may discover  errors or defects in our products  after they have been
broadly deployed. For example,  following deployment of our MBX, products it was
discovered  that the MBX failed to meet all of its  specified  applications.  We
then temporarily suspended deployment of the MBX. The MBX is now fully available
to customers for all applications, and we are currently working on enhancing the
MBX to make it  easier  to  install  and use.  There  can be no  assurance  that
additional  defects or errors may not arise or be discovered  in the future.  In
addition,  our customers may use our products in conjunction  with products from
other vendors. As a result, when problems occur, it may be difficult to identify
the source of the problem.  Any defects or errors in our products  discovered in
the future,  or  failures  of our  customers'  networks,  whether  caused by our
products or another  vendor's  products,  could  result in loss of  customers or
decrease in net revenue and market share.

     We may be subject to significant  liability claims because our products are
used in connection with critical  communications  services.  Our agreements with
customers  typically  contain  provisions  intended  to limit  our  exposure  to
liability  claims.  However,  these  limitations  may not preclude all potential
claims  resulting from a defect in one of our products.  Liability  claims could
require  us to  spend  significant  time  and  money  in  litigation  or to  pay
significant  damages.  Any of these  claims,  whether or not  successful,  could
seriously damage our reputation and business.

Our net revenue could decline  significantly if our relationship  with our major
OEM customer deteriorates.

     A  significant  portion of our net revenue is derived  from sales to Lucent
Technologies,  one of our  OEM  customers.  Our  agreement  with  Lucent  is not
exclusive and does not contain minimum volume  commitments.  Lucent Technologies
accounted for  approximately  44% of our net revenue for the year ended December
31, 2001.  Our OEM agreement with Lucent expires in May 2003, and we can give no
assurances that we will be able to extend the term of our contract or enter into
a new contract with Lucent.  Lucent may terminate the agreement  earlier upon 60
days' notice. At any time or after a short period of notice,  Lucent could elect
to cease  marketing and selling our products.  They may so elect for a number of
reasons,  including the  acquisition by Lucent of one or more of our competitors
or their  technologies,  or because  one or more of our  competitors  introduces
superior or more cost-effective  products. In addition, we intend to develop and

                                       21
<PAGE>

market new products that may compete directly with the products of Lucent, which
may also harm our relationships with this customer. For example, our MBX product
may compete with products offered by our OEM customers,  including Lucent, which
could  adversely  affect  our  relationship  with that  customer.  Our  existing
relationship  with  Lucent  could  make it harder  for us to  establish  similar
relationships  with  Lucent's  competitors.   Any  loss,  reduction,   delay  or
cancellation in expected sales to our OEM customers, the inability to extend our
contract or enter into a new  contract  with Lucent on favorable  terms,  or our
inability  to  establish  similar  relationships  with new OEM  customers in the
future,  would hurt our  business  and our ability to  increase  net revenue and
could cause our quarterly results to fluctuate significantly.

Telecommunications  networks  are  comprised  of multiple  hardware and software
products from multiple  vendors.  If our products are not compatible  with other
companies'  products within our customers'  networks,  orders will be delayed or
cancelled.

     Many of our  customers  require  that our products be designed to work with
their existing  networks,  each of which may have different  specifications  and
utilize  multiple   protocols  that  govern  the  way  devices  on  the  network
communicate  with each other.  Our  customers'  networks  may  contain  multiple
generations of products from different vendors that have been added over time as
their networks have grown and evolved. Our products may be required to work with
these  products as well as with future  products in order to meet our customers'
requirements. In some cases, we may be required to modify our product designs to
achieve a sale, which may result in a longer sales cycle, increased research and
development  expense,  and reduced  operating  margins.  If our products are not
compatible with existing equipment in our customers'  networks,  whether open or
proprietary, installations could be delayed, or orders for our products could be
cancelled.

If we  fail  to  win  contracts  at  the  beginning  of  our  telecommunications
customers'  deployment  cycles,  we may not be able to sell  products  to  those
customers for an extended period of time, which could inhibit our growth.

     Our existing and potential  telecommunications customers generally select a
limited number of suppliers at the beginning of a deployment cycle. As a result,
if we are not selected as one of these suppliers, we may not have an opportunity
to sell products to that customer until its next purchase cycle, which may be an
extended period of time. In addition,  if we fail to win contracts from existing
and potential  customers  that are at an early stage in their design cycle,  our
ability to sell  products  to these  customers  in the  future may be  adversely
affected  because  they may prefer to continue  purchasing  products  from their
existing  vendor.  Since we rely on a small number of customers for the majority
of our  sales,  our  failure  to  capitalize  on  limited  opportunities  to win
contracts with these customers could severely harm us.

Since the sales cycle for our products is typically long and  unpredictable,  we
have difficulty  predicting future net revenue and our net revenue and operating
results may fluctuate significantly.

     A customer's decision to purchase our products often involves a significant
commitment of its resources and a lengthy  evaluation and product  qualification
process.  Our sales cycle varies from a few months to over a year.  As a result,
we may incur  substantial  sales and marketing  expenses and expend  significant
management  effort  without  any  assurance  of a sale.  A long sales cycle also
subjects us to other risks, including customers' budgetary constraints, internal
acceptance reviews and order reductions or cancellations. Even after deciding to
purchase our products, our customers often deploy our products slowly.

The   telecommunications   industry  is   characterized   by  rapidly   changing
technologies.  If we are unable to develop and maintain strategic  relationships
with vendors of emerging  technologies,  we may not be able to meet the changing
needs of our customers.

     Our success  will depend on our ability to develop and  maintain  strategic
relationships  with  vendors  of  emerging  technologies.  We  depend  on  these
relationships   for  access  to  information  on  technical   developments   and
specifications that we need to develop our products.  We also may not be able to
predict which existing or potential  partners will develop leading  technologies
or  industry  standards.  We may not be able to  maintain  or develop  strategic
relationships or replace strategic  partners that we lose. If we fail to develop

                                       22
<PAGE>

or maintain  strategic  relationships  with  companies  that  develop  necessary
technologies or create industry  standards,  our products could become obsolete.
We could  also be at a  competitive  disadvantage  in  attempting  to  negotiate
relationships with those potential  partners in the future. In addition,  if any
strategic partner breaches or terminates its relationship with us, we may not be
able to sustain or grow our business.

We  depend  upon a  single  contractor  for  most  of our  manufacturing  needs.
Termination of this relationship  could impose significant costs on us and could
harm or interfere with our ability to meet scheduled product deliveries.

     We do not have  internal  manufacturing  capabilities  and  have  generally
relied  primarily on a contract  manufacturer to build our products.  Currently,
our primary contract manufacturer is Benchmark Electronics.  Under our agreement
with  Benchmark,  Benchmark  may cancel the  contract on short notice and is not
obligated  to supply  products to us for any  specific  period,  in any specific
quantity or at any  specific  price,  except as may be provided in a  particular
purchase order. Our reliance on Benchmark involves a number of risks,  including
the lack of operating history between us and Benchmark,  absence of control over
our manufacturing  capacity,  the unavailability of, or interruptions in, access
to  process  technologies  and  reduced  control  over  component  availability,
delivery  schedules,  manufacturing  yields  and  costs.  If  our  agreement  or
relationship  with  Benchmark  is  terminated,   we  will  not  have  a  primary
manufacturing  contract  with  any  third  party.  We will  have to  immediately
identify and qualify one or more  acceptable  alternative  manufacturers,  which
could  result  in  substantial  manufacturing  delays  and  cause  us  to  incur
significant  costs. It is possible that an alternate source may not be available
to us when needed or be in a position to satisfy our production  requirements at
acceptable  prices and quality.  Any significant  interruption in  manufacturing
would  harm  our  ability  to  meet  our  scheduled  product  deliveries  to our
customers, harm our reputation and could cause the loss of existing or potential
customers, any of which could seriously harm our business and operating results.

We depend on sole source and limited source suppliers for key components.  If we
are unable to buy  components on a timely basis,  we will not be able to deliver
our products to our customers on time which could cause us to lose customers. If
we purchase  excess  components  to reduce this risk,  we may incur  significant
inventory costs.

     We obtain  several of the key  components  used in our products,  including
interface  circuits,  enclosure,  microprocessors,  digital  signal  processors,
digital subscriber line modules and flash memory, from single or sole sources of
supply. We have encountered,  and expect in the future to encounter,  difficulty
in obtaining these components from our suppliers. We purchase most components on
a purchase order basis and we do not have guaranteed  supply  arrangements  with
most  of our  key  suppliers.  Financial  or  other  difficulties  faced  by our
suppliers or significant  changes in demand for these components could limit the
availability  of these  components  to us at  acceptable  prices and on a timely
basis,  if at all.  Any  interruption  or  delay in the  supply  of any of these
components,  or our inability to obtain these components from alternate  sources
at  acceptable  prices and within a reasonable  amount of time,  would limit our
ability to meet  scheduled  product  deliveries  to our customers or force us to
reengineer  our  products,  which may hurt our gross  margins and our ability to
deliver  products on a timely  basis,  if at all. A  substantial  period of time
could be  required  before  we would  begin  receiving  adequate  supplies  from
alternative  suppliers,  if  available.   In  addition,   qualifying  additional
suppliers is time  consuming and expensive and exposes us to potential  supplier
production difficulties or quality variations.

The complex nature of our telecommunications products requires us to provide our
customers with a high level of service and support by highly trained  personnel.
If we do not expand our customer service and support  organization,  we will not
be able to meet our customers' demands.

     We currently have a small customer service and support organization, and we
will need to increase  these  resources  to support any increase in the needs of
our existing and new customers. Hiring customer service and support personnel in
our industry is very  competitive due to the limited number of people  available
with the necessary technical skills and understanding of our technologies. If we
are unable to expand or maintain our customer service and support  organization,
our  customers  may  become  dissatisfied  and we could lose  customers  and our
reputation  could be harmed. A reputation for poor service would prevent us from
increasing sales to existing or new customers.

The competition for qualified  personnel has been intense in our industry and in

                                       23
<PAGE>

Northern  California.  If we are unable to attract and retain key personnel,  we
may not be able to sustain or grow our business.

     Our  success   depends  to  a   significant   degree  upon  the   continued
contributions of the principal members of our sales, marketing,  engineering and
management  personnel,  many of whom would be difficult to replace.  None of our
officers or key employees is bound by an  employment  agreement for any specific
term,  and we do not have "key person" life insurance  policies  covering any of
our employees.  The competition  for qualified  personnel has been strong in our
industry  and in Northern  California,  where there is a high  concentration  of
established and emerging growth  technology  companies.  This competition  could
make it more  difficult  to retain our key  personnel  and to recruit new highly
qualified  personnel.  Our Chief  Executive  Officer  resigned April 1, 2002. W.
Michael West,  Chairman of the Board of Directors,  has been  appointed  interim
Chief Executive Officer.  We are currently  undertaking a search for a permanent
Chief  Executive  Officer;  however,  we do not know when, or if, we will find a
suitable  candidate.  To  attract  and  retain  qualified  personnel,  we may be
required to grant large option or other stock-based  incentive awards, which may
be highly  dilutive  to  existing  shareholders.  We may also be required to pay
significant  base  salaries  and  cash  bonuses  to  attract  and  retain  these
individuals. These payments could harm our operating results. If we are not able
to  attract  and  retain  the  necessary  personnel,  we could  face  delays  in
developing our products and  implementing  our sales and marketing  plans and we
may not be able to grow our business.

We rely on a combination of patent, copyright,  trademark and trade secret laws,
as well as confidentiality  agreements and licensing arrangements,  to establish
and protect our proprietary rights. Failure to protect our intellectual property
will  limit  our  ability  to  compete  and  result  in a loss of a  competitive
advantage and decreased net revenue.

     Our success and ability to compete depend  substantially on our proprietary
technology.   Any  infringement  of  our  proprietary  rights  could  result  in
significant  litigation  costs,  and  any  failure  to  adequately  protect  our
proprietary  rights could result in our competitors  offering similar  products,
potentially  resulting in loss of a  competitive  advantage  and  decreased  net
revenue. We presently have four U.S. patent applications  pending, but no issued
patents.  Despite  our  efforts  to protect  our  proprietary  rights,  existing
copyright,  trademark and trade secret laws afford only limited  protection.  In
addition,  the laws of many  foreign  countries  do not protect our  proprietary
rights to the same extent as do the laws of the United  States.  Attempts may be
made to copy or reverse  engineer  aspects of our  products or to obtain and use
information  that we regard as proprietary.  Accordingly,  we may not be able to
protect our proprietary rights against  unauthorized third party copying or use.
Furthermore,  policing  the  unauthorized  use of  our  products  is  difficult.
Litigation may be necessary in the future to enforce our  intellectual  property
rights,  to protect our trade  secrets or to determine the validity and scope of
the proprietary  rights of others.  This litigation  could result in substantial
costs and diversion of resources and may not ultimately be successful.

We may be subject to intellectual  property  infringement claims that are costly
to defend and could limit our ability to use some technologies in the future.

     Our industry is characterized by frequent  intellectual property litigation
based on allegations of infringement of intellectual  property rights. From time
to time,  third  parties have  asserted,  and may assert in the future,  patent,
copyright,  trademark and other intellectual  property rights to technologies or
rights that are  important to our  business.  In addition,  our  agreements  may
require  that we  indemnify  our  customers  for  any  expenses  or  liabilities
resulting  from claimed  infringements  of patents,  trademarks or copyrights of
third parties.  Any claims asserting that our products  infringe or may infringe
the  proprietary  rights  of third  parties,  with or  without  merit,  could be
time-consuming,  result in costly  litigation  and  divert  the  efforts  of our
technical and management personnel. These claims could cause us to stop selling,
incorporating  or  using  our  products  that  use the  challenged  intellectual
property  and could  also  result in  product  shipment  delays or require us to
redesign  or modify our  products  or enter  into  licensing  agreements.  These
licensing agreements,  if required, could increase our product costs and may not
be available on terms acceptable to us, if at all.

If necessary  licenses of third-party  technology are not available to us or are
very   expensive,   we  may  be  unable  to  develop  new  products  or  product
enhancements.

                                       24
<PAGE>

     From time to time we may be  required  to  license  technology  from  third
parties to develop  new  products  or product  enhancements.  These  third-party
licenses may not be available to us on commercially reasonable terms, if at all.
Our inability to obtain  necessary  third-party  licenses may force us to obtain
substitute  technology of lower quality or  performance  standards or at greater
cost, any of which could seriously harm the competitiveness of our products.

The telecommunications  market is becoming increasingly global. While we plan to
expand  internationally,  we have limited experience  operating in international
markets.  In our efforts to expand  internationally,  we could become subject to
new  risks,  which  could  hamper  our  ability  to  establish  and  manage  our
international operations.

     We have sales and customer  support  personnel  covering the United Kingdom
and Latin America and have initiated  distribution  relationships in Europe.  We
have  limited   experience   in   marketing   and   distributing   our  products
internationally  and in  developing  versions of our  products  that comply with
local standards.  In addition,  our international  operations will be subject to
other inherent risks, including:

     o    The  failure  to  adopt   regulatory   changes  that   facilitate  the
          provisioning of competitive communications services;
     o    difficulties adhering to international protocol standards;
     o    expenses associated with customizing products for other countries;
     o    protectionist   laws  and   business   practices   that  favor   local
          competition;
     o    reduced protection for intellectual property rights in some countries;
     o    difficulties  enforcing  agreements through other legal systems and in
          complying with foreign laws;
     o    fluctuations in currency exchange rates;
     o    political and economic instability; and
     o    import or export licensing requirements.

Because our headquarters are located in Northern  California,  which is a region
containing  active  earthquake  faults if a natural disaster occurs or the power
energy crisis continues, our business could be shut down or severely impacted.

     Our business and operations  depend on the extent to which our facility and
products are protected  against  damage from fire,  earthquakes,  power loss and
similar events.  Despite  precautions  taken by us, a natural  disaster or other
unanticipated  problem  could,  among  other  things,  hinder our  research  and
development  efforts,  delay the shipment of our products and affect our ability
to receive and fulfill orders.

        Risks Associated With The Multiservice Broadband Access Industry

Intense  competition  in the market for our  telecommunications  products  could
prevent us from  increasing  or  sustaining  our net revenue and prevent us from
achieving or sustaining profitability.

     The  market  for   multiservice   broadband   access   products  is  highly
competitive.  We compete  directly with numerous  companies,  including  Adtran,
Alcatel,  Carrier Access,  Cisco Systems,  Lucent Technologies,  Siemens,  Zhone
Technologies  and Polycom.  Many of our current and potential  competitors  have
longer operating  histories,  greater name  recognition,  significantly  greater
selling and marketing,  technical,  manufacturing,  financial, customer support,
professional services and other resources,  including vendor-sponsored financing
programs. As a result, these competitors are able to devote greater resources to
the development, promotion, sale and support of their products to leverage their
customer bases and broaden product  offerings to gain market share. In addition,
our  competitors may foresee the course of market  developments  more accurately
than we do and could develop new technologies  that compete with our products or
even render our  products  obsolete.  We may not have  sufficient  resources  to

                                       25
<PAGE>

continue to make the investments or achieve the technological advances necessary
to compete  successfully with existing or new competitors.  In addition,  due to
the rapidly  evolving markets in which we compete,  additional  competitors with
significant  market  presence and  financial  resources,  including  other large
telecommunications  equipment  manufacturers,  may enter our markets and further
intensify competition.

     We believe that our existing OEM customers continuously evaluate whether to
offer their own  multiservice  broadband  access  devices.  If our OEM customers
decide to internally  design and sell their own  multiservice  broadband  access
devices,  or acquire one or more of our  competitors or their  broadband  access
technologies,  they could eliminate or  substantially  reduce their purchases of
our  products.  One of our OEM  customers,  Lucent  Technologies,  accounted for
approximately  20% of our net revenue for the nine months  ended  September  30,
2002. In addition, growth of our business may cause our OEM customers, including
Lucent, to view us as greater  competition.  Our OEM relationships could also be
harmed as we develop and market new products that may compete  directly with the
products of our OEM  customer.  For  example,  our MBX product may compete  with
products offered by Lucent,  which could adversely affect our relationship  with
that  customer.  We cannot  assure you that our OEM  customers  will continue to
rely, or expand their reliance,  on us as an external source of supply for their
multiservice broadband access devices. Because we rely on one OEM customer for a
substantial  portion of our net  revenue,  a loss of sales to this OEM  customer
could  seriously  harm  our  business,   financial   condition  and  results  of
operations.

Because our industry is characterized  by  consolidation,  we could  potentially
lose customers, which would harm our business.

     The  markets  in  which  we  compete  are   characterized   by   increasing
consolidation,  as exemplified by the  acquisitions  of Sonoma Systems by Nortel
Networks,  Efficient  Networks  by  Siemens  and  PairGain  Technologies  by ADC
Telecommunications. We cannot predict how industry consolidation will affect our
competitors  and we may not be able to compete  successfully  in an increasingly
consolidated industry.

Our products are subject to price reduction and margin pressures. If our average
selling  prices  decline  and we  fail  to  offset  that  decline  through  cost
reductions,  our gross  margins and potential  profitability  could be seriously
harmed.

     In the past,  competitive  pressures have forced us to reduce the prices of
our  products.  In the second  quarter of 1999,  we reduced  the price of our T1
Integrator  product,  now known as the  Integrator-300,  product in  response to
competition,  which reduced our gross margins in subsequent  periods.  We expect
similar  price  reductions  to occur in the future in  response  to  competitive
pressures.  In addition,  our average  selling  prices decline when we negotiate
volume  price  discounts  with  customers  and  utilize  indirect   distribution
channels.  If our  average  selling  prices  decline  and we fail to offset that
decline through cost reductions,  our gross margins and potential  profitability
would be seriously harmed.

Sales  of  our  products  depend  on the  widespread  adoption  of  multiservice
broadband  access services and if the demand for  multiservice  broadband access
services  does not  develop,  then  our  results  of  operations  and  financial
condition could be harmed.

     Our business will be harmed if the demand for multiservice broadband access
services  does not increase as rapidly as we  anticipate,  or if our  customers'
multiservice  broadband  access  service  offerings are not well received in the
marketplace.  Critical  factors  affecting the  development of the  multiservice
broadband access services market include:

     o    the development of a viable business model for multiservice  broadband
          access services, including the capability to market, sell, install and
          maintain these services;
     o    the ability of  competitive  local  exchange  carriers,  or CLECs,  to
          obtain sufficient funding and to successfully grow their businesses.
     o    cost constraints,  such as installation,  space and power requirements
          at the central offices of incumbent local exchange carriers, or ILECs;
     o    compatibility  of equipment from multiple  vendors in service provider
          networks;
     o    evolving   industry   standards  for  transmission   technologies  and
          transport protocols;
     o    varying  and  uncertain  conditions  of  the  communications   network
          infrastructure,   including   quality   and   complexity,   electrical
          interference,   and  crossover   interference   with  voice  and  data

                                       26
<PAGE>

          telecommunications services;
     o    domestic and foreign government regulation; and

     The market for  multiservice  broadband  access devices may fail to develop
for these or other  reasons or may develop more slowly than  anticipated,  which
could harm our business.

If we fail to comply with regulations and evolving industry standards,  sales of
our existing and future products could be harmed.

     The markets for our products are  characterized by a significant  number of
communications  regulations  and  standards,  some of which are  evolving as new
technologies are deployed. Our customers may require our products to comply with
various  standards,  including those  promulgated by the Federal  Communications
Commission,  or FCC,  standards  established by  Underwriters  Laboratories  and
Telcordia Technologies or proprietary standards promoted by our competitors.  In
addition,  our key  competitors  may establish  proprietary  standards that they
might  not make  available  to us. As a  result,  we may not be able to  achieve
compatibility with their products.  Internationally,  we may also be required to
comply with standards established by  telecommunications  authorities in various
countries   as   well   as   with    recommendations    of   the   International
Telecommunications Union.

Our customers are subject to  government  regulation,  and changes in current or
future laws or regulations  that negatively  impact our customers could harm our
business.

     The jurisdiction of the FCC extends to the entire communications  industry,
including our customers.  Future FCC regulations  affecting the broadband access
industry,  our customers or their service  offerings may harm our business.  For
example,  FCC  regulatory  policies  that  affect the  availability  of data and
Internet  services may impede our customers'  penetration into markets or affect
the prices that they are able to charge. In addition,  international  regulatory
bodies are beginning to adopt standards and regulations for the broadband access
industry.  If our customers are hurt by; laws or  regulations  regarding;  their
business, products or service offerings, demand for our products may decrease.

                Additional Risks That May Affect Our Stock Price

Because our stock has traded at or below $1.00 for more an extended period of
time, we transferred the listing of our stock from the Nasdaq National Market to
the Nasdaq SmallCap Market. However, if our stock continues to trade below
$1.00, our stock may be subject to delisting from the Nasdaq SmallCap Market.

     Our common stock has  recently  traded at or below $1.00 and was subject to
delisting  from the Nasdaq  National  Market.  After an oral hearing  before the
Nasdaq Listing  Qualifications  Panel, on September 20, 2002, the listing of our
common  stock was  transferred  from the  Nasdaq  National  Market to the Nasdaq
SmallCap Market.  Similar to the requirements of the Nasdaq National Market, one
of the continued  listing  requirements  for the Nasdaq  SmallCap  Market is the
$1.00 minimum bid price  requirement.  On October 2, 2002,  Nasdaq  granted us a
180-day grace period,  until March 30, 2003, to meet the $1.00 minimum bid price
requirement.  If shares of our common  stock do not meet the  minimum  $1.00 per
share closing bid price requirement on or before March 30, 2003, our stock could
be delisted  from the Nasdaq  Stock  Market.  If our stock is delisted  from the
Nasdaq Stock Market,  our  stockholders  would find it more difficult to dispose
of, and obtain, accurate quotations as to the market value of, their shares, and
the market price of our stock would likely decline further.

We may engage in future acquisitions or strategic investments that we may not be
able to successfully  integrate or manage, which could hurt our business.  These
acquisitions or strategic investments may also dilute our stockholders and cause
us to incur debt and assume contingent liabilities.

     We may review  acquisition  prospects and strategic  investments that could
complement our current product offerings,  augment our market coverage,  enhance
our technical capabilities or otherwise offer growth opportunities. For example,
in February 2001 we acquired Woodwind  Communications  Systems, Inc., a provider
of voice-over-broadband  network edge access solutions,  and in December 2001 we

                                       27
<PAGE>

acquired certain assets of Metrobility  Optical Systems,  Inc., in both cases in
exchange for shares of our common  stock.  The issuance of equity  securities in
connection with future  acquisitions or investments could  significantly  dilute
our investors. If we incur or assume debt in connection with future acquisitions
or investments,  we may incur interest charges that could increase our net loss.
We have little  experience in  evaluating,  completing,  managing or integrating
acquisitions and strategic  investments.  Acquisitions and strategic investments
may entail numerous integration risks and impose costs on us, including:

     o    difficulties  in  assimilating  acquired  operations,  technologies or
          products including the loss of key employees;
     o    unanticipated costs;
     o    diversion of management's attention from our core business concerns;
     o    adverse  effects on  business  relationships  with our  suppliers  and
          customers or those of the acquired businesses;
     o    risks  of  entering  markets  in  which  we have no or  limited  prior
          experience;
     o    assumption of contingent liabilities;
     o    incurrence of significant  amortization expenses related to intangible
          assets; and
     o    incurrence of significant write-offs.

We may not have sufficient funds to continue  operations for the next 12 months.
We will need to obtain  additional  funding during the next six months,  but the
availability  of additional  financing is uncertain.  If adequate  funds are not
available or are not available on acceptable terms, we may be unable to continue
operations  or at least to develop or enhance our  products and  services,  take
advantage of future  opportunities  or respond to competitive  pressures,  which
could negatively impact our product development and sales.

     In the quarter  ended  December 31, 2001 we sold  22,150,369  shares of our
common stock and warrants to purchase  7,090,000  shares of our common stock for
approximately $14.2 million. If our capital requirements vary significantly from
those  currently  planned,  we may  require  additional  financing  sooner  than
anticipated. We anticipate that we will need to obtain additional funding during
the next six months.  If  additional  funds are raised  through the  issuance of
equity   securities,   the  percentage  of  equity  ownership  of  our  existing
stockholders  will be reduced.  In addition,  holders of these equity securities
may have rights, preferences or privileges senior to those of the holders of our
common  stock.  If  additional  funds are raised  through  the  issuance of debt
securities,  we may incur  significant  interest  charges,  and these securities
would have rights, preferences and privileges senior to holders of common stock.
The terms of these securities could also impose  restrictions on our operations.
Additional  financing may not be available when needed on terms  favorable to us
or at all.  Our  recent  move from the  Nasdaq  National  Market  to the  Nasdaq
SmallCap  Market may make it more  difficult for us to raise funds.  If adequate
funds are not  available or are not  available on  acceptable  terms,  we may be
unable to continue operations or at least to develop or enhance our products and
services,  take  advantage  of future  opportunities  or respond to  competitive
pressures, which could negatively impact our product development and sales.

Our stock price may be volatile, and you may not be able to resell our shares at
or above the price you paid, or at all.

     In August 2000 we  completed  our  initial  public  offering.  Prior to our
initial public offering there had not been a public market for our common stock.
The stock  market in  general,  and the Nasdaq  National  Market and  technology
companies in particular,  have experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating  performance
of companies. The trading prices and valuations of many technology companies are
substantially  above historical levels.  These trading prices and valuations may
not be  sustainable.  These broad market and  industry  factors may decrease the
market  price  of  our  common  stock,   regardless  of  our  actual   operating
performance.

Substantial  future sales of our common  stock in the public  market could cause
our stock price to fall.

     Additional  sales of our  common  stock in the  public  market  after  this
offering,  or the perception that such sales could occur, could cause the market
price of our common stock to decline.

Many  corporate  actions  would  be  controlled  by;  officers,   directors  and

                                       28
<PAGE>

affiliated entities,  if they acted together,  regardless of the desire of other
investors to pursue an alternative course of action.

     As of  September  30, 2002,  our  directors,  executive  officers and their
affiliated  entities  beneficially owned  approximately 63.5% of our outstanding
common  stock after  giving  effect to the  stockholders  agreement  executed by
Jeffrey  Drazan and certain  entities  affiliated  with Sierra  Ventures.  These
stockholders, if they acted together, could exert control over matters requiring
approval by our stockholders, including electing directors and approving mergers
or other business combination transactions.  This concentration of ownership may
also  discourage,  delay or prevent a change in control  of our  company,  which
could deprive our  stockholders of an opportunity to receive a premium for their
stock as part of a sale of our company and might reduce our stock  price.  These
actions  may be  taken  even if they  are  opposed  by our  other  stockholders,
including those who purchase shares in this offering.

Delaware law, our corporate  charter and bylaws and our stockholder  rights plan
contain  anti-takeover  provisions  that  would  delay or  discourage  take over
attempts that stockholders may consider favorable.

     Provisions in our restated certificate of incorporation and bylaws may have
the  effect of  delaying  or  preventing  a change of  control or changes in our
management. These provisions include:

     o    the  right of the board of  directors  to elect a  director  to fill a
          vacancy created by the expansion of the board of directors;
     o    the  ability of the board of  directors  to alter our  bylaws  without
          obtaining stockholder approval;
     o    the establishment of a classified board of directors;
     o    the ability of the board  ofdirectors  to issue,  without  stockholder
          approval,  up to five million shares of preferred stock with terms set
          by the board of  directors  which  rights  could be senior to those of
          common stock; and
     o    the elimination of the right of stockholders to call a special meeting
          of stockholders and to take action by written consent.

     Each of these provisions could discourage  potential take over attempts and
could lower the market price of our common stock.

     We  have  adopted  a  stockholder  rights  plan  and  declared  a  dividend
distribution  of one  right  for  each  outstanding  share  of  common  stock to
stockholders  of record as of August 6,  2001.  Each  right,  when  exercisable,
entitles the  registered  holder to purchase from VINA one  one-thousandth  of a
share of a new series of preferred  stock,  designated as Series A Participating
Preferred Stock, at a price of $35.00 per one one-thousandth of a share, subject
to  adjustment.  The rights will  generally  separate  from the common stock and
become  exercisable  if any person or group acquires or announces a tender offer
to acquire 20% or more of our  outstanding  common stock  without the consent of
our board of directors.  Because the rights may  substantially  dilute the stock
ownership of a person or group  attempting  to take us over without the approval
of our board of  directors,  our  stockholder  rights  plan  could  make it more
difficult  for a third party to acquire us (or a  significant  percentage of our
outstanding capital stock) without first negotiating with our board of directors
regarding such acquisition.

     In addition,  because we are  incorporated in Delaware,  we are governed by
the  provisions of Section 203 of the Delaware  General  Corporation  Law. These
provisions may prohibit large  stockholders,  in particular  those owning 15% or
more of our outstanding  voting stock,  from merging or combining with us. These
provisions in our charter,  bylaws and under Delaware law could reduce the price
that  investors  might be willing  to pay for shares of our common  stock in the
future and result in the market price being lower than it would be without these
provisions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We are exposed to  financial  market  risks  related to interest  rates and
foreign  currency  exchange rates.  Our investments in commercial paper and debt
obligations are subject to interest rate risk, but due to the short-term  nature
of these investments,  interest rate changes would not have a material impact on
their value as of December  31, 2001 or at  September  30,  2002.  To date,  our
international  sales  have  been  denominated  primarily  in U.S.  dollars,  and
accordingly, a hypothetical change of 10% in the foreign currency exchange rates

                                       29
<PAGE>

would not have a material impact on our consolidated  financial  position or the
results of operations.  The functional  currency of our subsidiary in the United
Kingdom is the U.S.  dollar and as the local  accounts are maintained in British
pounds, we are subject to foreign currency exchange rate fluctuations associated
with remeasurement to U.S. dollars. A hypothetical  change of 10% in the foreign
currency  exchange  rates would not have a material  impact on our  consolidated
financial position or the results of operations.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.  Based on their evaluation
as of a date within 90 days of the filing date of this Quarterly  Report on Form
10-Q, the Company's  principal executive officer and principal financial officer
have concluded that the Company's disclosure controls and procedures (as defined
in Rules 13a-14(c) and 15d-14(c) under the Securities  Exchange Act of 1934 (the
"Exchange  Act"))  are  effective  to ensure  that  information  required  to be
disclosed by the Company in reports that it files or submits  under the Exchange
Act is recorded,  processed,  summarized  and  reported  within the time periods
specified in Securities and Exchange Commission rules and forms.

(b)  Changes in  internal  controls.  There were no  significant  changes in the
Company's internal controls or in other factors that could significantly  affect
these  controls  subsequent  to the  date of  their  evaluation,  including  any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.








                                       30
<PAGE>


PART II: OTHER INFORMATION

Item 1. Legal Proceedings

     From time to time, we may be involved in litigation relating to claims
arising out of the ordinary course of business. As of the date of this report,
there are no material legal proceedings pending or, to our knowledge, threatened
against us.

Item 2.  Changes in Securities and Use of Proceeds

     (d) On  August  9,  2000,  the  SEC  declared  effective  our  Registration
Statement on Form S-1 (No.  333-36398),  relating to the initial public offering
of our common  stock.  The managing  underwriters  in the  offering  were Lehman
Brothers,  Inc., Thomas Weisel Partners LLC and U.S. Bancorp Piper Jaffray, Inc.
The offering  commenced  on August 10, 2000,  and was closed on August 15, 2000,
after we sold all of the 3,000,000  shares of common stock  registered under the
Registration  Statement.  On September  15,  2000,  the  underwriters  purchased
450,000  shares from us in  connection  with the  exercise of the  underwriters'
over-allotment  option.  The initial public offering price was $12 per share for
an aggregate  initial  public  offering of $41.4 million  (including the 450,000
shares sold to the  underwriters  upon exercise of the  over-allotment  option),
netting proceeds of approximately $36.5 million to us after underwriting fees of
approximately  $2.9 million and other offering  expenses of  approximately  $2.0
million.  None of these fees and expenses  were paid to any  director,  officer,
general partner of the Company or their  associates,  persons owning 10% or more
of any class of equity securities of the Company or an affiliate of the Company.

     Of the net proceeds  approximately  $7.5  million was used towards  partial
consideration of the purchase of Woodwind  Communications  Systems, Inc. and the
remainder was used towards operating expenses of the business.








                                       31
<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.



                                              VINA TECHNOLOGIES, INC.


Date:  November 13, 2002              By:  /s/ W. Michael West
                                           --------------------------------
                                           W. Michael West
                                           Chief Executive Officer
                                           (Principal Executive Officer)

Date:  November 13, 2002              By:   /s/ Stanley E. Kazmierczak
                                           --------------------------------
                                           Stanley E. Kazmierczak
                                           Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)



                                       32
<PAGE>


CERTIFICATIONS

     I, W. Michael West, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of VINA Technologies,
Inc.;

     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; and

     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:  November 13, 2002

By:  /s/ W. Michael West
     ---------------------------
     W. Michael West
     Chief Executive Officer


                                       33
<PAGE>


     I, Stanley E. Kazmierczak, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of VINA Technologies,
Inc.;

     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; and

     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:  November 13, 2002

By:  /s/ Stanley E. Kazmierczak
     ----------------------------------
     Stanley E. Kazmierczak
     Chief Financial Officer





                                       34