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

                                   FORM 10-Q/A
                                (Amendment No. 1)

(Mark One)

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

                  For the quarterly period ended March 31, 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 62,259,271 as of March 31, 2002.


<PAGE>



                                Explanatory Note

     The  Registrant   previously  announced  on  July  18,  2002  that  is  was
undertaking a review of its financial  results from prior  quarters  because the
Registrant had become aware of an issue of whether some revenue recognized by it
in the fourth quarter of 2001 may have been more properly recognized in 2002. As
a result of its internal  review,  the Registrant has restated  fiscal year 2001
and first quarter 2002 financial  statements  because a product shipment in late
December 2001 lacked a component  required by the customer and therefore did not
meet the  Registrant's  criteria for  recognition of revenue upon shipment.  The
product was delivered  with the missing  component and payment was received from
the customer  during the first quarter of 2002.  The amount of revenue  involved
was  approximately  $1.5  million.  In addition,  the  Registrant  independently
discovered  a  $256,000  data  entry  error  related  to a fourth  quarter  2001
transaction.  This  adjustment had previously been recorded in the first quarter
2002 financial  results.  This data entry error was corrected in the restatement
and resulted in a decrease in fourth  quarter  2001 revenue and a  corresponding
increase in first quarter 2002 revenue.

     General  information in the originally  filed Form 10-Q was presented as of
the May 8, 2002 filing date or earlier.  Unless  otherwise  stated herein,  such
information has not been updated in this amended filing.  This Quarterly  Report
on Form 10-Q/A amends Items 1 and 2 of Part I of the Registrant's  original Form
10-Q for the  quarter  ended  March  31,  2002 to  reflect  and  conform  to the
restatement.








                                       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,   March 31,
                                                                            2001         2002
                                                                            ----         ----
ASSETS                                                                               (As restated)

Current assets:
<S>                                                                      <C>          <C>
   Cash and cash equivalents .........................................   $  15,805    $  20,134
   Restricted cash ...................................................         500          500
   Common stock subscription receivable ..............................       9,589           --
   Accounts receivable, net ..........................................       8,059        3,173
   Inventories .......................................................       5,733        5,137
   Prepaid expenses and other ........................................       1,562        1,363
                                                                         ---------    ---------
     Total current assets ............................................      41,248       30,307

Property and equipment, net ..........................................       5,271        4,684
Other assets .........................................................         356          358
Intangibles assets, net ..............................................       5,663        2,489
Goodwill, net ........................................................      26,426           --
                                                                         ---------    ---------
     Total assets ....................................................   $  78,964    $  37,838
                                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable ..................................................   $   7,798    $   6,209
   Accrued compensation and related benefits .........................       2,234        2,179
   Accrued warranty ..................................................         696          667
   Other current liabilities .........................................       2,708        2,573
                                                                         ---------    ---------
     Total current liabilities .......................................      13,436       11,628
                                                                         ---------    ---------

Stockholders' equity:
Convertible preferred stock; $0.0001 par value; 5,000,000 shares
   authorized; none outstanding ......................................          --           --
Common stock; $0.0001 par value; 125,000,000 shares authorized; shares
   outstanding:  2001, 62,013,759; 2002, 62,259,271 ..................           6            6
   Additional paid-in capital ........................................     194,814      194,902
   Deferred stock compensation .......................................      (7,106)      (5,419)
   Accumulated deficit ...............................................    (122,186)    (163,279)
                                                                         ---------    ---------
     Total stockholders' equity ......................................      65,528       26,210
                                                                         ---------    ---------
     Total liabilities and stockholders' equity ......................   $  78,964    $  37,838
                                                                         =========    =========
</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
                                                                                      March 31,
                                                                                  2001         2002
                                                                                  ----         ----
                                                                                            (As restated)
<S>                                                                              <C>         <C>
Net revenue ...................................................................  $ 11,029    $  6,439
Cost of revenue (excluding stock-based compensation) ..........................     8,246       6,125
                                                                                 --------    --------
Gross profit (excluding stock-based compensation) .............................     2,783         314
                                                                                 --------    --------
Costs and expenses:
  Research and development (excluding stock-based compensation) ...............     4,705       5,423
  Selling, general and administrative (excluding stock-based compensation) ....     6,511       4,803
  Stock-based compensation, net* ..............................................     4,844       1,653
  In-process research and development .........................................     5,081          --
  Amortization of goodwill and intangible assets ..............................       830         324
  Impairment of goodwill and intangible assets ................................        --      29,276
                                                                                 --------    --------
      Total costs and expenses ................................................    21,971      41,479
                                                                                 --------    --------
Loss from operations ..........................................................   (19,188)    (41,165)
Other income, net .............................................................       612          72
                                                                                 --------    --------
Net loss ......................................................................  ($18,576)   ($41,093)
                                                                                 ========    ========

Net loss per share, basic and diluted .........................................    ($0.57)     ($0.67)
                                                                                 ========    ========
Shares used in computation basic and diluted ..................................    32,783      61,531
                                                                                 ========    ========


---------------------------------------
* Stock-based compensation, net:
   Cost of revenue.............................................................  $   359     $    158
   Research and development....................................................    1,589          401
   Selling, general and administrative.........................................    2,896        1,094
                                                                                 -------     --------

                                                                                 $ 4,844     $  1,653
                                                                                 =======     ========
</TABLE>



            See notes to condensed consolidated financial statements







                                       4
<PAGE>


                             VINA Technologies, Inc.
                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>


                                                                          Three Months Ended
                                                                              March 31,
                                                                          2001         2002
                                                                          ----         ----
                                                                                 (As restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>         <C>
  Net loss ..........................................................   $(18,576)   $(41,093)
  Reconciliation of net loss to net cash used in operating
    activities:
    Depreciation and amortization ...................................      1,446         909
    Disposal of property and equipment ...........................            --         304
    Impairment of goodwill and intangible assets ....................         --      29,276
    Stock-based compensation, net ...................................      4,844       1,653
    In-process research and development .............................      5,081          --
  Changes in operating assets and liabilities:
    Accounts receivable .............................................     (1,884)      4,886
    Inventories .....................................................      2,430         596
    Prepaid expenses and other ......................................      1,222         199
    Other assets ....................................................        (75)         (2)
    Accounts payable ................................................        138      (1,589)
    Accrued compensation and related benefits .......................     (1,609)        (55)
    Accrued warranty ................................................         32         (29)
    Other current liabilities .......................................       (607)       (135)
                                                                        --------    --------
     Net cash used in operating activities ..........................     (7,558)     (5,080)
                                                                        --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment ...............................       (948)       (302)
  Acquisition of business, net of cash acquired .....................       (454)         --
  Purchases of short-term investments ...............................       (550)         --
  Proceeds from sales/maturities of short-term investments ..........     12,394          --
                                                                        --------    --------
     Net cash provided by (used in) investing activities ............     10,442        (302)
                                                                        --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of common stock ................................        721       9,803
  Repurchase of common stock ........................................       (500)        (92)
                                                                        --------    --------
     Net cash provided by financing activities ......................        221       9,711
                                                                        --------    --------

NET CHANGE IN CASH AND CASH EQUIVALENTS .............................      3,105       4,329

CASH AND CASH EQUIVALENTS, Beginning of period ......................      7,740      15,805
                                                                        --------    --------
CASH AND CASH EQUIVALENTS, End of period ............................   $ 10,845    $ 20,134
                                                                         ========   ========
</TABLE>


            See notes to condensed consolidated financial statements

                                       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  multiservice  broadband  access
communications  equipment that enables  telecommunications  service providers to
deliver  bundled voice and data services.  We have incurred  significant  losses
since  inception  and  expect  that net  losses  and  negative  cash  flows from
operations will continue for the foreseeable future.

Basis of Presentation -- The condensed consolidated financial statements include
our  accounts  and  those of our  wholly  owned  subsidiaries.  All  significant
intercompany  accounts and transactions  have been eliminated in  consolidation.
The  accompanying  interim  financial  information  is  unaudited  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 unaudited  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 March 31, 2002 are not necessarily  indicative of the results
that  may be  expected  for the year  ending  December  31,  2002.  For  further
information,  refer to our  reports  filed  with  the  Securities  and  Exchange
Commission,  including  its  Annual  Report on Form  10-K/A  for the year  ended
December 31, 2001.

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.  We
generate  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,  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).
There is no VSOE on the sales of communications  equipment due to the wide range
in customer discounts provided by us.

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  recognize  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.

We also record a provision  for estimated  sales and warranty  costs at the time
the product revenue is recognized.


                                       6
<PAGE>

Comprehensive  Loss -  Comprehensive  loss for the three  months ended March 31,
2001 and 2002 was the same as net loss.

In June 2001, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
141, Business  Combinations and Statement of Financial Accounting Standards 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.  We adopted SFAS No. 142 on January 1,
2002.  Upon  adoption  of SFAS No.  142, we have  stopped  the  amortization  of
intangible assets with indefinite lives (goodwill, which includes the reclass 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.  We  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, we were
required to reevaluate  goodwill 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.

Recent  Accounting  Standards  - 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.  We adopted this
statement  on January 1, 2002.  The adoption of this  statement  did not have an
impact on our financial position, results of operations or cash flows.

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.  We adopted  this  statement  on
January 1, 2002. The adoption of this statement resulted in the reclassification
of sale  and  marketing  expenses  to an  offset  of  revenue  in 2001  totaling
$473,000. There were no amounts reclassified in the first quarter of 2001.

2. Restatement of Financial Statements

Subsequent to the issuance of the Company's financial statements for the quarter
ended  March  31,  2002,  the  Company  discovered  a  transaction  for which we
recognized  revenue  in the  fourth  quarter  of  2001  that  should  have  been
recognized  in the first  quarter  of 2002.  As a result of our  review,we  have
restated our financial  statements  for the fourth quarter of 2001 and the first
quarter of 2002 to properly  reflect the timing of  recognition  of revenue from
the reviewed transaction and to also correct a data entry error that resulted in
overstated  revenue from an unrelated  transaction in the fourth quarter of 2001
and corresponding understated revenue in the first quarter of 2002. Accordingly,
the accompanying  consolidated condensed financial statements have been restated
to properly reflect the revenue recognition policies of the Company.

                                       7
<PAGE>
     The effects of such  restatements  are  summarized as follows (in thousands
except per share amounts):
                                                              Three months ended
                                                                   March 31,
                                                                      2002
                                                                      ----

Net revenue as previously reported ...............................   $  4,749

Net revenue as restated ..........................................   $  6,439

Cost of revenue as previously reported ...........................   $  5,288
Cost of revenue as restated ......................................   $  6,125

Selling, general and administrative expense as previously reported   $  4,704
Selling, general and administrative expense as restated ..........   $  4,803

Net loss as previously reported ..................................   $(41,847)
Net loss as restated .............................................   $(41,093)

Net loss per share, basic and diluted  as previously reported ....   $  (0.68)
Net loss per share, basic and diluted  as restated ...............   $  (0.67)


                                                                 As of March 31,
                                                                       2002
                                                                 ---------------

Total current liabilities as previously reported..................    $11,636
Total current liabilities as restated ............................    $11,628

Total stockholders' equity as previously reported.................    $26,202
Total stockholders' equity as restated ...........................    $26,210


3. Inventories

     Inventories consist of the following (in thousands):

                                                      December 31,     March 31,
                                                         2001            2002
                                                      ----------       --------
                  Raw materials and subassemblies.....  $1,783         $    852
                  Finished goods......................   3,950            4,285
                                                        ------         --------
                  Inventories.........................  $5,733         $  5,137
                                                        ======         ========

4. 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):

                                                             Three Months Ended
                                                                   March,
                                                             ------------------
                                                             2001         2002
                                                             ----         ----

Weighted average common shares outstanding..............     34,173      62,207
Weighted average common shares outstanding subject to
   repurchase...........................................     (1,390)       (676)
                                                             ------      ------
Shares used in computation, basic and diluted...........     32,783      61,531
                                                             ======      ======

During  the three  months  ended  March 31,  2001 and  2002,  we had  securities
outstanding  which could  potentially  dilute  basic  earnings  per share in the
future,  but were excluded in the computation of diluted  earnings per shares in

                                       8
<PAGE>

such periods,  as their effect would have been  antidilutive due to the net loss
reported in such periods.  Such outstanding  securities consist of the following
at: March 31, 2001,  1,415,221  shares of common stock subject to repurchase and
options to purchase  13,577,340 shares of common stock;  March 31, 2002, 577,774
shares of common stock subject to repurchase and options to purchase  12,668,119
shares of common  stock,  and  warrants to purchase  7,090,000  shares of common
stock.

5. Goodwill and Intangible Assets

As VINA operates in one reportable segment, the design,  development,  marketing
and sale of multiservice 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 were factors
that required the Company to evaluate the fair value of the goodwill. Management
evaluated our fair value 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  or  Disposal of
Long-Lived  Assets" the Company  evaluated the intangible  assets for impairment
and determined a portion of the intangible  assets were impaired.  An impairment
loss is  recognized  when the fair  value or the  estimated  future  cash  flows
expected to result  from the use of the asset,  including  disposition,  is less
than the carrying  value of the asset.  We recorded a $29.3  million  impairment
charge  during the quarter  ended March 31,  2002.  The amount was  comprised of
$27.3 million of goodwill and $2.0 million of intangible assets.

Intangible assets consist of the following (in thousands):
<TABLE>
<CAPTION>
                                             Dec. 31, 2001                              March 31, 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>          <C>
Core technology         4 years       $ 3,022   $  (630)    $2,392         $3,022   $   (819)    $ (1,457)    $   746
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         0      1,859          1,859       (116)           -     $ 1,743
Workforce-in-place      3 years         1,236      (343)       893              -          -            -     $     -

                                    ----------------------------------------------------------------------------------
Total                                 $ 6,773   $(1,110)    $5,663         $5,537   $ (1,091)    $ (1,957)    $ 2,489
                                    ==================================================================================
</TABLE>

Beginning  January  1, 2002 all of  VINA's  intangible  assets  are  subject  to
amortization  except for 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 nine months) 2002           $ 540
                                           2003             721
                                           2004             721
                                           2005             507

                                                   -------------
                             Total Amortization         $ 2,489
                                                   =============

The changes in the carrying  amount of goodwill for the three months ended March
31, 2002 are as follows (in thousands):

Balance as of January 1, 2002             $    27,319
Impairment loss                               (27,319)
                                          -----------
Balance as of March 31, 2002              $         -
                                          ===========

                                       9
<PAGE>

Had the  provision of SFAS No. 142 been applied for the three months ended March
31,  2001 and  2002,  our net loss and net loss per  share  would  have  been as
follows (in thousands except per share amounts):

                                         March 31, 2001       March 31, 2002
                                         --------------       --------------

Net loss as reported                           $(18,576)            $ (41,093)
Add back amortization:
    Goodwill                                        720                     -
    Workforce-in-place                               34                     -
     Tradename                                        7                     -
                                        -------------------------------------
Adjusted net loss                              $(17,815)            $ (41,093)
                                        =====================================

EPS - basic and diluted, as reported           $  (0.57)            $   (0.67)
Goodwill, workforce-in-place and
tradename amortization                         $   0.03                     -
                                        -------------------------------------
Adjusted EPS                                   $  (0.54)            $   (0.67)
                                        =====================================

6. Acquisition

On February 27, 2001, we 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,
we 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  shares of VINA common stock with a
fair value of $2.6 million. In addition, we assumed certain operating assets and
liabilities  of Woodwind  and  incurred  acquisition  expenses of  $726,000.  In
connection  with the  acquisition,  we recorded  $43.6  million of goodwill  and
intangible assets, which were being amortized over useful lives of three to four
years.  We also recorded a one-time charge of $5.1 million in 2001 for purchased
in-process technology.


Pro Forma Financial Results

The  operating  results  of  Woodwind  have been  included  in the  accompanying
condensed  consolidated  statement of operations since its acquisition date. The
following  selected  unaudited pro forma combined  results of operations for the
three months ended March 31, 2001 of the Company and Woodwind have been prepared
assuming  that the  acquisition  had  occurred  at the  beginning  of the period
presented.  The following pro forma  financial  information  is not  necessarily
indicative of the actual  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):

                                                                    March 31,
                                                                       2001
                                                                       ----
       Net revenue..........................................          $11,031
       Net loss.............................................         ($18,246)
       Net loss per share...................................           ($0.51)
       Shares used in calculation of net loss per share.....           35,457

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 March
31, 2001 pro forma results, as it is a material nonrecurring charge.


                                       10
<PAGE>

7. Restructuring

During the quarter ended March 31, 2002 there was no change in the restructuring
accrual from December 31, 2001. The remaining restructuring accrual, of $46,000,
pertains to severance  and fringe  benefits from the 2001  workforce  reduction,
which we expect to disburse in 2002.

8. Commitments and Contingencies

VINA's 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 March 31, 2002, the estimated purchase commitments to those companies is $4.1
million.

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. Subsequent Event

On April 1, 2002,  Steven M.  Bauman  resigned  as Chief  Executive  Officer and
President and from the Board of Directors.  W. Michael West, the Chairman of the
Board of Directors,  was  appointed  interim  Chief  Executive  Officer upon Mr.
Bauman's resignation.

During April 2002, we announced and completed a  restructuring  plan intended to
better align its operations with the changing market  conditions.  This plan was
designed to  prioritize  VINA's high growth areas of  business,  focus on profit
contribution  and reduce  expenses.  This  restructuring  includes  a  workforce
reduction and other operating  reorganization.  As a result of the restructuring
efforts, we reduced our workforce by approximately 23%.

                                       11
<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,  the timing and magnitude of cost  reductions and
associated charges resulting from our restructuring plan, 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
resolve the software  issues and related  applications  deficiencies  of our MBX
product and the expected date to ship 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.

     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.

     This Form 10-Q/A  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/A 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/A 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/A,
filed with the Securities and Exchange Commission on August 19, 2002.


                                       12
<PAGE>

Recent Developments

     On April 1, 2002,  Steven M. Bauman resigned as Chief Executive Officer and
President and from the Board of Directors.  W. Michael West, the Chairman of the
Board of Directors,  was  appointed  interim  Chief  Executive  Officer upon Mr.
Bauman's resignation.

     During April 2002, we announced and completed a restructuring plan intended
to better align our operations  with the changing market  conditions.  This plan
was designed to prioritize VINA's high growth areas of business, focus on profit
contribution  and reduce  expenses.  This  restructuring  includes  a  workforce
reduction and other operating  reorganization.  As a result of the restructuring
efforts, we reduced our workforce by approximately 23%.

Overview

     VINA  Technologies,  Inc. is a leading developer of multiservice  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.

     Subsequent  to the  issuance of our  financial  statements  for the quarter
ended March 31,  2002,  we  discovered  a  transaction  for which we  recognized
revenue in the fourth  quarter of 2001 that should have been  recognized  in the
first quarter of 2002. As a result of our review, we have restated our financial
statements  for the  fourth  quarter  of 2001 and the first  quarter  of 2002 to
properly  reflect  the  timing  of  recognition  of  revenue  from the  reviewed
transaction  and to also correct a data entry error that  resulted in overstated
revenue  from an  unrelated  transaction  in the  fourth  quarter  of  2001  and
corresponding understated revenue in the first quarter of 2002. Accordingly, the
accompanying  consolidated  condensed financial statements have been restated to
properly reflect our revenue recognition policies. Our review of this matter has
been supervised by the Audit Committee of the Board of directors. The effects of
the restatement are presented in Note 2 to the condensed  consolidated financial
statements and have been reflected herein.

     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
Multiservice  Integrator-300  product  family in March  1997,  our  Multiservice
Xchange  product  in May 1999  and our MBX  product  in  September  2001.  Since
inception, we have incurred significant losses, and as of March 31, 2002, we had
an accumulated deficit of $163.3 million.

     We market and sell our  products and  services  directly to  communications
service providers and through OEM customers and value-added resellers,  or VARs.
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

                                       13
<PAGE>

delivered.  We also record a provision for estimated  sales returns and warranty
costs at the time the product revenue is recognized.

     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 77% of our net
revenue  for the year ended  December  31,  2001,  specifically  sales to Lucent
Technologies,  Nuvox  Communications,  and Advanced  Telecom Group accounted for
44%, 21% and 12%,  respectively.  In May 2002,  Advanced Telecom Group filed for
bankruptcy  under chapter 11 of the United  States  bankruptcy  code.  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 customers. A significant increase in revenue to these
OEM customers 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  multiservice  broadband  access
products,  and exclude  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 are amortizing  deferred stock compensation using a multiple option
award  valuation  approach over the vesting  periods of the applicable  options,
which is generally four years. The amortization of deferred stock  compensation,
based upon  options  granted  through  March 31,  2002,  is  expected to be $3.3
million in the next three  quarters of 2002,  $1.7  million in 2003 and $400,000
thereafter.

     We operate in one reportable segment,  the design,  development,  marketing
and sale of multiservice  broadband access  communications  equipment,  and have
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 were
factors that  required  the Company to evaluate the fair value of the  goodwill.
Management  evaluated our fair value 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 or
Disposal of Long-Lived  Assets" the Company  evaluated the intangible assets for

                                       14
<PAGE>

impairment and determined a portion of the intangible  assets were impaired.  We
recorded a $29.3  million  impairment  charge during the quarter ended March 31,
2002.  The amount was comprised of $27.3 million of goodwill and $2.0 million of
intangible assets.

     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

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  collectability  is reasonably  assured.  We
generate  revenue from sale of products and related  services to  communications
service providers and through original  equipment  manufacturers and value added
resellers.

Results of Operations

     Three Months Ended March 31, 2002 and 2001

     Net  revenue.  Net revenue  decreased  to $6.4 million for the three months
ended March 31, 2002 from $11.0  million  for the three  months  ended March 31,
2001.  The decline in net revenue in the first quarter of 2002 was primarily due
to  decreased  unit sales of  Integrator-300  and MX-500  products  to  existing
customers.

     Cost of revenue.  Cost of revenue  decreased  to $6.1 million for the three
months  ended March 31, 2002 from $8.2  million for the three months ended March
31, 2001.  Gross  profit  decreased to $314,000 for the three months ended March
31, 2002 from $2.8  million for the three  months  ended March 31,  2001.  These
decreases were the result of lower revenues for the three months ended March 31,
2002  compared to the three  months  ended  March 31,  2001.  Gross  profit as a
percentage of net revenue  decreased to 5% in the first quarter of 2002 from 25%
in the first  quarter of 2001.  This decrease is primarily a result of lower net
revenue causing fixed overhead and inventory costs to be a higher  percentage of
cost in the three months ended March 31, 2002.

     Research  and  development  expenses.  Research  and  development  expenses
increased  to $5.4  million for the three  months ended March 31, 2002 from $4.7
million for the three  months ended March 31,  2001.  Research  and  development
expenses increased as a percentage of net revenue to 84% in the first quarter of
2002  compared  to 43% in the first  quarter of 2001.  The  increase in absolute
dollar amounts was primarily a result of additional  personnel costs,  prototype
expenses and consulting  costs. As a result of our  restructuring in April 2002,
we anticipate  research and  development  expenses will be lower  throughout the
remainder of 2002.

     Selling,  general  and  administrative   expenses.   Selling,  general  and
administrative  expenses  decreased  to $4.8  million for the three months ended
March 31, 2002 from $6.5 million for the three months ended March 31, 2001. This
decrease was primarily  attributable  to decreased  personnel  costs, as well as
decreased  consulting  expenses.  Selling,  general and administrative  expenses
increased  as a percentage  of net revenue to 75% for the first  quarter of 2002
compared to 59% for the first quarter of 2001.

     Stock-based  compensation.  Stock-based  compensation  expense decreased to
$1.7 million for the three months ended March 31, 2002 from $4.8 million for the
three months ended March 31, 2001. Based on stock options granted,  we expect to
record $3.3 million of  amortization  of  stock-based  compensation  in the next
three quarters of 2002.

     Goodwill and intangible assets. We operate in one reportable  segment,  the
design,  development,  marketing  and  sale  of  multiservice  broadband  access
communications  equipment,  and have 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

                                       15
<PAGE>

sales in the first  quarter were  factors that  required the Company to evaluate
the  fair  value  of the  goodwill.  Management  evaluated  our  fair  value  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 or Disposal of  Long-Lived  Assets" the Company
evaluated the  intangible  assets for impairment and determined a portion of the
intangible assets were impaired.  We recorded a $29.3 million  impairment charge
during the  quarter  ended March 31,  2002.  The amount was  comprised  of $27.3
million of goodwill and $2.0 million of intangible assets.

     Other income,  net. Other income,  net for the three months ended March 31,
2002  decreased  to $72,000  from  $612,000 for the three months ended March 31,
2001.  This decrease was primarily  attributable  to lower interest rates earned
and lower average cash balances throughout the relevant period.

Liquidity and Capital Resources

     Net cash used in operating activities was $5.1 million for the three months
ended March 31, 2002 and $7.6 million for the three months ended March 31, 2001.
Cash used in operating  activities  during the three months ended March 31, 2002
resulted  primarily from net loss from operations of $41.1 million, , a decrease
in  accounts  payable of $1.6  million,  offset by a decrease  in  inventory  of
$596,000,  a  decrease  in  accounts  receivable  of $4.9  million  and  noncash
activities  including  $29.3 million for  impairment of goodwill and  intangible
assets,  amortization  of  deferred  stock  compensation  of $1.7  million,  and
$909,000 in depreciation and amortization charges.

     Net cash used in  investing  activities  was  $302,000 for the three months
ended  March 31,  2002 and net cash  provided  was $10.4  million  for the three
months  ended  March 31,  2001.  Cash used by  investing  activities  was due to
purchases of property and equipment.

     Net cash  provided by financing  activities  was $9.7 million for the three
months  ended March 31, 2002 and  $221,000  for the three months ended March 31,
2001. Cash provided by financing activities for the three months ended March 31,
2002 was  primarily  due to $9.8  million  of  proceeds  from the sale of common
stock, offset by the repurchase of common stock of $92,000.

     We currently have no significant  commitments for capital expenditures.  We
have purchase  commitments for inventory purchases of approximately $4.1 million
as of March 31, 2002. The purchase  commitments  are entered into as part of our
normal operations.

     During April 2002,  we announced a  restructuring  plan  intended to better
align our operations  with changing market  conditions.  With our cost reduction
efforts and if we successfully  execute our business plan, we believe we will be
able to reach a cash flow break-even position.  We believe our cash on hand will
be sufficient to meet our working capital and capital  expenditure  requirements
for at least the next 12 months.  However,  we will from time to time review and
may pursue additional financing  opportunities.  If we are unable to execute our
business plan as  anticipated  we may need to obtain  additional  funding during
2002, 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.

                         FACTORS THAT MAY AFFECT RESULTS

     The risks and  uncertainties  described  below are not the only ones facing
us.  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.


                                       16
<PAGE>

                          Risks Related To Our Business

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
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 $41.1  million in the three  months
ended March 31, 2002.  As of March 31, 2002,  we had an  accumulated  deficit of
approximately $163.3 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,  developing
direct sales and distribution channels, 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  77% of our net revenue for the year ended December
31, 2001, specifically sales to Lucent Technologies,  Nuvox Communications,  and
Advanced  Telecom  Group  accounted for 44%, 21% and 12%,  respectively.  In May
2002, Advanced Telecom Group filed for bankruptcy under chapter 11 of the United
States  bankruptcy  code.  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.  For
example,  Intermedia Communications,  one of our service provider customers, was
acquired by MCI  WorldCom.  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.  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.  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.


                                       17
<PAGE>

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, 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 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
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. If we overestimate our manufacturing  requirements,

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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 are 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 product it
was discovered that the MBX failed to meet all of its specified applications. We
have temporarily  suspended deployment of the MBX. The MBX is still available to
customers that require only limited  applications.  We are currently  working to
resolve the software  issues and expect to begin  reshipments  of the MBX in our
second  quarter of 2002.  However,  we can give no assurances  that we will meet
this  goal or that we will be  able  to  resolve  all the  software  issues  and
application  deficiencies  presented  by the MBX.  Failure to resolve the issues
with our MBX product in a timely  manner  could  result in the loss of customers
and a decrease in net revenue and market share.  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
market new products that may compete directly with the products of Lucent, which
may  also  harm  our  relationships  with  this  customer.   For  example,   our
Multiservice  Broadband  Xchange,  or 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

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<PAGE>

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.

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  adopted  are  different  from those  which 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.

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

                                       20
<PAGE>

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
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,   Benchmark  Electronics,   or
Benchmark,  to build our  products.  Effective  April 1,  2001,  we  transferred
primary   manufacturing   responsibility   of  our  products  from   Flextronics
International  Limited  to  Benchmark.   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,   microprocessors,   digital  signal  processors,   digital
subscriber  line  modules and flash  memory,  from single or limited  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

                                       21
<PAGE>

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 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.

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 is particularly  intense in our industry
and  in  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  remains strong in our
industry  and in Northern  California,  where there is a high  concentration  of
established and emerging growth technology companies.  This competition makes 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

                                       22
<PAGE>

and cash bonuses to attract and retain these  individuals,  which 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.

     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.

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.


                                       23
<PAGE>

        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 Accelerated
Networks,  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  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  44% of our net revenue for the year ended  December 31, 2001.  In
addition,  our current growth 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 recent or pending  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.


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<PAGE>

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
          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 which 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

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.

                                       25
<PAGE>

     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
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.

Our stock has traded at or below $1.00. If the trading of our common stock falls
below $1.00 for an extended  period,  our stock may be delisted  from the Nasdaq
National Market.

     Our common stock has recently  traded at or below $1.00.  In April 2002, we
received  notification  from Nasdaq that for 30 consecutive  days, VINA's common
stock had closed below the minimum  $1.00 per share  requirement  for  continued
listing on the Nasdaq National Market. To return to compliance, the bid price of
VINA's  common  stock  must  close at or above  $1.00  per share for at least 10
consecutive  trading  days by July 3, 2002.  Failure to achieve  compliance  may
result in VINA's  common  stock  ceasing  to be  listed on the  Nasdaq  National
Market.  If  our  stock  is  delisted  from  the  Nasdaq  National  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 need to raise more capital,  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  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.  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.
If adequate funds are not available or are not available on acceptable terms, we
may be unable 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.


                                       26
<PAGE>

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

     As  of  March  31,  2002,  our  directors,  executive  officers  and  their
affiliated  entities  beneficially owned  approximately 71.1% of our outstanding
common stock after giving effect to the stockholders  rights 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 of  directors 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

                                       27
<PAGE>

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.


                                       28
<PAGE>


Signatures


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-Q/A to be signed on its behalf
by the undersigned thereunto duly authorized.



                                         VINA TECHNOLOGIES, INC.


Date:  August 19, 2002               By:  /s/ W. Michael West
                                          -----------------------------
                                           W. Michael West
                                           Chief Executive Officer
                                           (Principal Executive Officer)

Date:  August 19, 2002               By:  /s/ Stanley E. Kazmierczak
                                          -----------------------------
                                           Stanley E. Kazmierczak
                                           Chief Financial Officer
                                           (Principal Financial and Accounting
                                           Officer)




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