U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-KSB


       /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934. FOR THE FISCAL YEAR ENDED MARCH 31, 2002.

                                       OR

     / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.


COMMISSION FILE NO.  000-29535

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

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

                 25023 S. BEESON ROAD BEAVERCREEK, OREGON 97004
               (Address of principal executive offices) (Zip Code)


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


           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                              (Title of each class)


           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          COMMON STOCK $.005 PAR VALUE
                                (Title of class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes No X

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.
Yes                No

         The aggregate  market value of Common Stock held by  non-affiliates  is
$160,000  based on an estimated  sale price of $4.00 per share as of October 22,
2002.  As of October 22,  2002,  700,000  shares of $.005 par value Common Stock
were issued and outstanding.

The issuer had no revenues in its most recent fiscal year.



<PAGE>


PART I

ITEM 1.  BUSINESS

Summary of Our Business Prior to the Merger

         Unless the context requires  otherwise,  all references to "we," "our,"
or "us" or the  "Company"  are to  Vapor  Fuel  Technologies,  Inc.,  originally
incorporated in the State of Nevada in 1997 as Achievement Investments.

         Since our  incorporation  and until our recent  merger  with VFT,  Inc.
("VFT"), we had not engaged in any operations other than organizational matters.
We were  formed  specifically  to be a "blank  check"  or "clean  public  shell"
corporation  with the purpose of either  merging  with or acquiring an operating
company  with  operations.   We  were  an  inactive  publicly  registered  shell
corporation  and had no  significant  assets or operations  until we merged with
VFT. We have not been involved in any  litigation nor have we had any regulatory
problems or business  failures.  We are not traded on any public market and have
never paid  dividends.  As of September  30,  2002,  we had 31  shareholders  of
record.

         Since our formation, our board of directors sought and reviewed various
acquisition and merger  candidates to implement our principal  business purpose,
which  was to  acquire  assets or shares  of an  entity  actively  engaged  in a
business that generated revenues in exchange for our securities.

         In  evaluating  the merger when it was  proposed to us, our  management
considered criteria such as the current and potential future value of the assets
of VFT and the anticipated future business  operations of VFT in comparison with
our current lack of operations and other opportunities presented to us. Based on
these  criteria,  our  management  determined  that the  merger  was in the best
interest of our shareholders,  who subsequently  approved the merger by majority
consent.

         VFT  merged  into us and  ceased its  corporate  existence.  Up to that
point,  we were a company  with a class of  common  stock  registered  under the
Securities  Exchange Act of 1934 and had no  operations,  except  organizational
matters. Our principal offices are located at 25023 S. Beeson Road, Beavercreek,
Oregon 97004, and our phone number is (503) 632-1570.

         On the effective date of the merger,  we issued each shareholder of VFT
approximately  45.454  shares of our post  reverse  stock split common stock for
each  share of VFT  common  stock  that the  shareholder  owned,  for a total of
500,000 shares. We accounted for the merger using the purchase method. After the
merger,  our  original  shareholders  own 29  percent  of us and the  former VFT
shareholders  own 71  percent of our issued and  outstanding  common  stock.  In
connection with the merger, we changed our name to Vapor Fuel Technologies, Inc.

Summary of Our Business After the Merger

         We are engaged  primarily in the business of design and  development of
high efficiency  gasoline fuel  conversion  systems for both OEM and aftermarket
installations.  VFT, which merged into us, was incorporated in 1998 and formally
began this  business in March 2001.  Currently,  we are in the startup phase and
have no products or employees.

         Products. Our sole product currently under development is a fuel saving
device called the "Vaporcarb" that is designed to replace current fuel injection
and carburetion units on gas combustion  automobiles.  The Vaporcarb is designed
to be installed  into an automobile  engine by the average  mechanically  minded
consumer or a certified auto mechanic.

         The original custom device burning gasoline vapor was designed by Bruce
Langston,  a major  shareholder and former director of VFT. In preliminary tests
Mr.  Langston's  design showed a reduction in fuel  consumption of over 44%, but
certain engineering problems still existed.

         Bushnell  Engineering,  Inc.,  a  company  wholly  owned  by one of our
directors,  Raymond B. Bushnell,  then redesigned the product and ran controlled
laboratory testing on the newly engineered device.  Road tests were performed in
California  and these tests on the new  "Vaporcarb"  showed a 67.2%  increase in
miles per gallon over the standard  carburetor  engine  using  liquid fuel.  The
product has once again been modified and the levels of hydrocarbons  were as low
as 12 parts per  million  ("ppm")  when  running on vapor as compared to 400 ppm
when  running  on liquid  gasoline.  There was also an 80% to 90%  reduction  in
carbon monoxide emissions when running on vapor.

         If our product  testing is  successful,  we will seek out customers and
distribution  channels for the  Vaporcarb  and hope to sell the  Vaporcarb for a
price to be  established,  however,  our  manufacturing  costs of production are
estimated at between $60 - $90 per unit in volume.  We hope to have a production
model of the Vaporcarb available by spring 2003.  However,  when we complete our
research and begin production  depends  significantly  upon our test results and
our ability to continue to fund testing, both of which are unpredictable.

         Competition.  We expect the fuel saving  technology in the Vaporcarb to
compete directly with existing products in the rapidly expanding  alternate fuel
industry.  Currently, the primary competition to the Vaporcarb is the compressed
natural  gas  engine.  Most  alternate  fuel  vehicles  being  used today run on
compressed  natural gas. Some of these  converted  automobiles  contain both the
customary gas and the pressurized  compressed natural gas tanks. We believe that
although compressed natural gas engines have an advantage as an already accepted
alternate  fuel  engine  by  the  automobile  industry,  the  conversion  of  an
automobile to the Vaporcarb  will be less  expensive and less  complicated  than
conversion to natural gas. We also believe that drivers would be more  receptive
to the Vaporcarb as an alternate fuel device  because the Vaporcarb  engine uses
regular pump gasoline, eliminating the hassle of locating the limited compressed
natural gas pumps.

         Another  potential  source of competition is new technology in gasoline
vapor created by automobile  makers. The automobile makers are larger and better
funded than we are.  They are in a better  position to exploit and market  their
alternate fuel products. However, we still believe from our reviews of currently
available patent  application  designs,  filed by the automobile  manufacturers,
that the new alternate fuel  technology  they propose would require  significant
changes to current engine  designs and expensive  retrofitting  for  automobiles
currently in use. In contrast,  the Vaporcarb is designed to be integrated  into
new vehicle engines or retrofitted at a relatively low cost.

         Customers and  Marketing.  The focus of our business is developing  the
Vaporcarb.  We have  devoted  substantially  all of our  limited  assets to fund
research.  We have not engaged in extensive  customer  research or marketing and
will not do so until the  Vaporcarb has  successfully  completed all its product
tests. We plan to begin sales of the Vaporcarb as retrofit packages available to
customers through retail automotive shops. Ultimately, we plan to pursue license
agreements with auto manufacturers.

         Suppliers.  Because we have not yet begun  production of the Vaporcarb,
we currently have no suppliers. All of the parts needed for the Vaporcarb in its
current design are available from multiple suppliers.

         IP and other  assets.  We have engaged the services of attorney  Robert
Harrington of Portland,  Oregon to assist us in obtaining  the necessary  patent
protection  for  our  fuel  efficiency  device.   Mr.  Harrington   performed  a
preliminary patent search. Engineers at Bushnell Engineering,  Inc. reviewed the
results  of the  preliminary  patent  search  and  believe  there are no current
patents  like  the  Vaporcarb.  However,  this  is not  the  only  criteria  for
acceptance of a patent by the U.S.  Patent and Trademark  Office and there is no
assurance  a  Vaporcarb  patent  will be issued.  On November 6, 2001 we filed a
patent  application  with the United  States  Patent and  Trademark  Office.  We
estimate we will be  responding  to inquiries  from a United  States  Patent and
Trademark  Office  examiner  for the next 24 to 30  months  before  a patent  is
issued, if at all.

         Facilities.  We  were  previously  working  out of the  offices  of our
director and chief executive officer C. Thomas Davis. We recently moved to a new
2,500 square foot location at 25023 Beeson,  Beaver Creek,  Oregon 97004. We pay
$2,500 per month for this space.  This property is owned by our director Raymond
B. Bushnell. There is no written agreement memorializing this agreement.

         Employees.  As of March 31, 2002, we had no employees.  All services in
developing and testing the Vaporcarb  have been either paid through  issuance of
our common stock to Bushnell Engineering,  Inc., a company owned by our director
Raymond Bushnell, or conducted by Bushnell Engineering, Inc. on a contract basis
for a monthly fee of $7,500 per month.

         Regulatory  Compliance.  The U.S.  Department of Transportation and the
National  Transportation  Safety  Board  regulate  the design of engines used in
commercial  automobiles.  We anticipate  that we will need to provide design and
test  result  data to these  two  federal  agencies  before  we can  market  the
Vaporcarb.  This  approval  process can be long;  this will be the first time we
have been  through the  process.  We intend to begin the  approval  process upon
completion of the production version of Vaporcarb.

ITEM 2.  PROPERTIES

         Our  principal  corporate  offices are at 25023  Beeson,  Beaver Creek,
Oregon  97004.  We pay $2,500 per month for  approximately  2,500 square feet of
space.  This property is owned by our director Raymond B. Bushnell.  There is no
written agreement memorializing this agreement.

ITEM 3.  LEGAL PROCEEDINGS

         There are no pending legal proceedings to which we are a party.

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

         No matters were submitted to a vote of security holders during the last
quarter of the fiscal year ended March 31, 2002.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

         There is no public trading  market for our common stock.  Our valuation
of our per share price is an estimation based on private  placements to insiders
in March of 2001.

Holders

         As of November  1, 2002,  700,000  shares of common  stock were held of
record by 31 persons.

Dividends

         Holders of common stock are  entitled to receive such  dividends as may
be  declared  by our  Board of  Directors.  We have not  declared  or paid  cash
dividends  on our common  stock and we do not  anticipate  that we will pay such
dividends in the foreseeable future.  Rather, we intend to apply any earnings to
the development of our business.  Any payment of future  dividends on our common
stock  and the  amount  of any  dividends  will be  determined  by our  Board of
Directors and will depend,  among other  factors,  upon our earnings,  financial
condition  and cash  requirements,  and any other factors the Board of Directors
may deem relevant.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The  following  discussion  should  be read  in  conjunction  with  the
Company's  Financial  Statements and notes thereto  appearing  elsewhere in this
registration  statement.   The  following  discussion  contains  forward-looking
statements,  including,  but not limited to,  statements  concerning  our plans,
anticipated  expenditures,  the need for additional capital and other events and
circumstances  described in terms of our  expectations  and intentions.  You are
urged to review the  information  set forth under the  captions for factors that
may cause actual  events or results to differ  materially  from those  discussed
below.

General

         The Registrant was formerly known as Achievement Investments and is now
known as Vapor Fuel Technologies, Inc., a Nevada corporation (the "Company"), as
the result of a name change on February 12, 2002. On July 24, 2001,  the Company
entered  into  a  Merger   Agreement,   which  was  subsequently   amended  (the
"Agreement"),  with VFT, Inc., an Oregon corporation  ("VFT"), to merge VFT into
the Company (the "merger").  As a result of the merger, the Company entered into
a  five-to-one   reverse  stock  split  and  issued  to  each  VFT   shareholder
approximately  45.454  shares of newly  issued,  post reverse stock split common
stock of the  Company  for each share of VFT common  stock that the  shareholder
owned,  for a total of 500,000  shares.  The former  shareholders of VFT now own
500,000  shares  out of the  700,000  shares  issued and  outstanding  after the
merger. The merger became effective on February 12, 2002.

         Prior to the merger, 80 percent of the Company's common stock was owned
by one person,  Daniel Hodges.  After the  effectiveness  of the merger,  no one
shareholder owns a majority of the outstanding  stock.  However,  the former VFT
shareholders collectively own approximately 71 percent of the Company.

         Immediately  prior to the  effectiveness  of the merger,  the Company's
sole director and sole officer,  Daniel  Hodges,  appointed C. Thomas Davis as a
director and the new chief executive officer of the Company, Raymond B. Bushnell
as a  director  and new  president  of the  Company,  Floyd  Hambelton  as a new
director of the Company and Larry Chace as the  secretary  and  treasurer of the
Company.  Mr. Hodges resigned from his position as director and from all officer
positions as of the effectiveness of the merger.

         Before our acquisition of VFT we were an inactive  publicly  registered
shell corporation and had no significant assets or operations.

         The  following  discussion  should  be read  in  conjunction  with  the
Company's  Financial  Statements and notes thereto  appearing  elsewhere in this
registration  statement.   The  following  discussion  contains  forward-looking
statements,  including,  but not limited to,  statements  concerning  our plans,
anticipated  expenditures,  the need for additional capital and other events and
circumstances  described in terms of our  expectations  and intentions.  You are
urged to review the  information  set forth under the  captions for factors that
may cause actual  events or results to differ  materially  from those  discussed
below.

         Overview.  Effective  as of the merger with VFT on February  12,  2002,
Vapor Fuel  Technologies,  Inc. became a startup company engaged in research and
development of its product,  Vaporcarb.  Currently,  we have no employees and no
products on the market.

         Revenues.  Our product is still in the research and  development  phase
and not yet ready for sale.  We have no sales  revenue and do not expect to earn
any sales revenue until we begin marketing  Vaporcarb,  which may take a year or
longer.

         Expenses  and Net Loss.  The  Company has no  employees  and leases its
space from one of the members of its Board of Directors.  To date, the Company's
primary  operations  have been the  research  and  development  of its  product,
Vaporcarb.  Therefore,  substantially  all of our  expenses  are  related to the
purchase of product  materials  and cost of testing the  Vaporcarb.  The Company
classifies  all expenses  related to research and  development  as "Research and
Development  Expenses"  and all other  expenses as "General  and  Administrative
Expenses."  For the fiscal year ending  March 31,  2002,  our  expenses  rose to
$163,051, a rise of $131,977 from the prior fiscal year. Our total expenses rose
in the March 31, 2002 fiscal year because of a significant  acceleration  in the
research and  development  of the  Vaporcarb  which  allowed us to file a patent
application in November 2001.  Our research and  development  expenses rose from
$30,000  in fiscal  2001 to  $124,494  in fiscal  2002.  At the same  time,  our
administrative  expenses  rose from  $1,074 to  $38,557 in  connection  with the
merger of VFT and Achievement  Investments,  the subsequent legal and accounting
costs related to regular public  reporting  requirements and the registration of
our shares.  We have funded most of our increased  expenses  through  additional
borrowing from our directors. See "-Liquidity and Capital Resources."

         For the fiscal year ended March 31, 2002, our net loss was $175,101,  a
rise from $34,969 in fiscal  2001.  The net loss  reflects the costs  associated
with research and development,  administrative  costs associated with compliance
with public company  reporting and imputed  interest expense on the demand notes
owed to directors.

         Liquidity and Capital  Resources.  As of March 31, 2002, we had no cash
for operations and had outstanding  $216,978 in demand  promissory  notes to our
directors.  To date,  the lack of cash has not  prevented  the Company  from its
research and development of the Vaporcarb. Bushnell Engineering, Inc., a company
owned by one of our directors, provided initial research and testing services to
us in  exchange  for shares of our  common  stock and has  continued  to provide
research and  development  services for a monthly fee of $7,500.  At the current
level of funding through borrowings from affiliates and if Bushnell continues to
provide  research and testing services on the same basis, we expect that it will
take at least another six months  before the Vaporcarb has completed  laboratory
testing.  We also expect to need to hire  consultants to assist it in regulatory
issues, sales and marketing Vaporcarb.

         We will need to raise funds through either private or public placements
of equity in the next 12 months to complete the  development  of  Vaporcarb  and
successfully  introduce Vaporcarb to the market. We believe that if we were able
to raise $2,000,000,  we would be able to run multiple engine tests of Vaporcarb
concurrently  and  hire  the  appropriate  consultants  necessary  to  make  the
Vaporcarb ready for sale to the public.

         The Company  currently  has no offers by  investors to invest in it and
the  Company has not sought a line of credit  with any  lending  agency.  If the
Company  does not raise funds  through the sale of equity,  it will  continue to
fund its operations  through borrowed funds from its directors,  however,  there
are no  guarantees  from any of the  directors  that they will  continue to lend
funds to the Company or lend funds on such  favorable  terms in the  future.  If
such funds are  unavailable,  we will be unable to continue  operations and will
ultimately be required to default on our notes and cease business.

Risk Factors

The Company currently has no business operations except research and development
of a single product.

         Vapor Fuel  Technologies,  Inc. has no business  operations.  It has no
employees.  Its sole  activity is to research  and develop a more gas  efficient
combustible  engine which is currently being tested by the Company's  director's
engineering  company.  There  is  no  assurance  whether  the  product  will  be
successful.  If this current project is not successful or is not accepted by the
industry, the Company will continue to have no business operations indefinitely.
The  Company has no sales and  supports  its  research  and  development  by the
issuance of equity,  donations and  borrowing  from its  directors.  The Company
currently has no other projects in development.

The Company may not be successful in the development of products.

         The Company's  technologies  are new and its sole product  candidate to
date,  Vaporcarb,  is in an early  stage of  development.  The  Company  may not
develop the  Vaporcarb or other  products  that prove to be safe and  effective,
meet  applicable  regulatory  standards,  are capable of being  manufactured  at
reasonable  costs,  or can be marketed  successfully.  Successful  products will
require   significant   development  and  investment,   including  testing,   to
demonstrate  their safety and  efficacy  prior to their  commercialization.  The
Company  has not proven its ability to develop and  commercialize  products.  It
must  continue  additional  research  and  development  before the  Vaporcarb is
marketable.

The Company is in debt and currently has no means to raise  additional  funds to
continue its operations.

         The Company has funded its operations  strictly through the issuance of
privately placed equity and borrowings from its directors. As of March 31, 2002,
the Company  owed its  directors  and  shareholders  an aggregate of $216,978 in
demand  notes.  The  Company  has  operated  at a loss since its  inception.  It
currently has no means to repay the notes. If the  noteholders  were to call the
notes,  the  Company  would be  required  to raise  funds from third  parties or
liquidate its operations.  Currently,  the Company has no line of credit and has
received no  assurances  from third parties that such funds will be available if
needed.

The Company's product,  even if it successfully passes current testing,  may not
be accepted by the industry or the public.

         The Company has not yet  explored  the  market's  receptiveness  of its
product.  As  with  all new  products,  there  may be  hesitation  by  potential
customers to try the product.  The Company currently has no marketing department
and no relationship  with marketing  consultants.  Further,  it may not have the
funds  necessary  to  successfully  market its  product  or  compete  with other
products available to customers.

Our product in development is subject to an uncertain regulatory process. If our
product is not approved, we may not be able to sell our product.

         The U.S.  Department of Transportation and the National  Transportation
Safety Board  regulate the design of engines used in  commercial  vehicles.  The
Company  anticipates it will need to obtain approval from these federal agencies
before we can begin  selling the  Vaporcarb.  The Company has never been through
this process and expects it will be expensive and time  consuming.  In addition,
the Company may be further delayed by changes in regulatory  policy for approval
during the period of product development.

The market in which the Company operates is intensely competitive and actions by
its competitors could harm its business.

         The Company must compete with other alternative fuel companies and auto
manufacturers,  many of whom are larger,  better  capitalized,  better connected
with   institutional   purchasers  of   alternative   fuels  products  and  more
experienced. Barriers to entry in the alternative fuel industry are moderate and
increased  competition  could occur. As the Company seeks to market its product,
it  will  face a  greater  number  of  competitors,  many  of  whom  will  be in
well-established  markets  the  Company  seeks to  penetrate.  Accordingly,  the
Company  may not be able to  successfully  compete  against  them or any  future
competitors.  Moreover,  competitors may be able to respond more quickly to take
advantage  of  new  or  changing   opportunities,   technologies   and  customer
preferences and requirements.

Any inability to protect the  Company's  proprietary  technology  would harm the
Company's competitive position and its ability to commence operations.

         Although the Company has filed a patent  application  covering  certain
technology  related to  Vaporcarb,  there can be no  guarantee  a patent will be
issued or, if issued,  that it will not be  challenged by another  company.  The
Company's  future success and competitive  edge against bigger and better funded
competitors depends on the ability of the Company to obtain and protect a patent
on the  Vaporcarb  technology.  If the Company does not  adequately  protect its
intellectual  property,  our competitive  edge will be eroded and our ability to
commence operations in the future will be harmed.

Because we are a  development-stage  company focused on a single product that is
not ready for sale, we have no revenue and may not for a long time, if ever.

         The Company has had no earnings and no  operations  except the research
and  development of its single  product.  The Company's  financial  results rely
entirely  on the  Company's  ability to  successfully  develop  and market  this
product.  In addition,  the following  factors  influence  the Company's  future
revenues and net earnings, if any:

o        the  ability  of  the  Company  to  continue   funding   research   and
         development;

o        competing products and competition from better funded companies;

o        managing production of the product, if sales occur; and

o        the overall demand for alternate fuels products.

         These and other  factors may make it difficult to predict the Company's
future results of operations.

There is no market for your shares and you may not be able to sell them.

         There is no assurance this resale registration  statement or any future
registration statement will be declared effective by the Securities and Exchange
Commission.  We expect the Securities and Exchange  Commission to scrutinize our
registration  statements because of the relatively early state of development of
our business compared to most public companies.

         If our registration statement is declared effective, we intend to apply
for listing of our common  stock on the OTC Bulletin  Board.  We do not meet the
qualifications for NASDAQ or the other national  exchanges.  Although we will be
applying to list our common  stock on the OTC  Bulletin  Board,  there can be no
assurance  that our  application  will be granted and there can be no  assurance
that an active  market will  develop for our common  stock.  Although our former
director,  Daniel Hodges,  has promised to assist us in obtaining a market maker
(a  requirement  for  listing),  there can be no  assurance  any broker  will be
interested  in trading our stock.  Therefore,  it may be  difficult to sell your
shares if you should desire or need to sell.  You may have no more  liquidity in
your stock even if we are successful in getting our stock transaction registered
and getting listed on the OTC Bulletin Board.

         Even if we are  successful in being listed on the OTC Bulleting  Board,
the market price of our common stock may fluctuate significantly due to a number
of factors, some of which may be beyond our control, including:

o        the  potential   absence  of  securities   analysts   covering  us  and
         distributing research and recommendations about us;

o        the  liquidity  of our common stock will be low because only 21% of our
         shares will be in the hands of  non-affiliates  of the company and such
         shares are not eligible  for sale under  exemptions  from  registration
         under the Securities Act of 1933;

o        we expect our  operating  losses to continue  during our  research  and
         development phase and that we will need additional  funding to continue
         research;

o        we will  have a low  trading  volume  because  so much of our  stock is
         closely held;

o        overall stock market fluctuations; and

o        economic conditions  generally and in the alternative fuels industry in
         particular.

         Any of these factors could have a significant and adverse impact on the
market price of our common stock.  In addition,  the stock market in general has
experienced  extreme  volatility and rapid decline that has often been unrelated
or disproportionate to the operating performance of particular companies.  These
broad market  fluctuations  may adversely affect the trading price of our common
stock, regardless of our actual operating performance.

We are a closely-held  company.  Coalitions of a few of our larger  stockholders
have sufficient voting power to make corporate  governance  decisions that could
have significant effect on us and the other shareholders.

         Our officers,  directors and  principal  stockholders  (greater that 5%
stockholders)  together  control  approximately  94% of our  outstanding  common
stock. As a result,  these stockholders,  if they act together,  will be able to
exert a significant degree of influence over our management and affairs and over
matters requiring stockholder approval,  including the election of directors and
approval of significant corporate transactions.  In addition, this concentration
of ownership may delay or prevent a change in control of us and might affect the
market price of common  stock,  even when a change in control may be in the best
interest of all stockholders.  Furthermore,  the interests of this concentration
of ownership  may not always  coincide  with our  interests or the  interests of
other  stockholders and accordingly,  these stockholders could cause us to enter
into transactions or agreements which we would not otherwise consider.

ITEM 7.  FINANCIAL STATEMENTS

         The Financial Statements of the Company,  together with the independent
auditor's report of Robison, Hill & Co., are included on pages F-1 through F-12.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         None applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(A)

Section 16(a) Beneficial Ownership Reporting Compliance

         The following  directors and officers  failed to make a timely  initial
Form 3 filing upon entering into their  respective  positions:  C. Thomas Davis,
Raymond B.  Bushnell,  Floyd  Hambelton and Larry Chace.  The Form 3s for Mssrs.
Hambelton, Davis, Bushnell and Chace were filed October 23, 2002.

Executive Officers and Directors

         The  following  table sets forth the names,  positions  and ages of our
directors and  executive  officers.  Our directors  were elected by the majority
written  consent of our  shareholders  in lieu of a meeting.  Our  directors are
typically  elected at each annual meeting and serve for one year and until their
successors  are  elected  and  qualify.  Officers  are  elected  by our Board of
Directors and their terms of office are at the discretion of our Board.

NAME OF DIRECTOR/OFFICER            AGE     POSITION(S) WITH COMPANY
C. Thomas Davis                     50      Director and Chief Executive Officer
Raymond B. Bushnell                 44      Director and President
Floyd Hambelton                     74      Director
Larry Chace                         65      Secretary and Treasurer
____________________
(1)
                           Messrs. Davis,  Bushnell,  Hambelton and Chace became
                           officers and/or  directors of the Company on February
                           12, 2002 following the effectiveness of the merger of
                           VFT into the Company.


C. Thomas Davis
                           Mr.  Davis  has  been a  practicing  attorney  with a
                           general  practice  since 1982.  Mr.  Davis earned his
                           juris  doctorate from  Northwestern  School of Law in
                           1981  and a Master  of  Education  in 1975.  Prior to
                           practicing  law,  Mr.  Davis was a  secondary  school
                           teacher.  He  has  been  a  director  and  the  chief
                           executive  officer of Vapor Fuel  Technologies,  Inc.
                           since February 12, 2002.

Raymond B. Bushnell
                           Mr.  Bushnell is the president and chief  designer of
                           Bushnell  Engineering,  Inc.,  a company that designs
                           industrial and consumer  products.  Mr.  Bushnell has
                           served in that capacity since 1991.  Prior to working
                           at Bushnell  Engineering,  Inc., Mr. Bushnell was the
                           director of research  and  development  for  Southern
                           Steel Company,  a subsidiary of Phelps Tionton,  from
                           1988 to 1991,  during which he oversaw the design and
                           engineering   of   electronic,    electro-mechanical,
                           hydraulic  and  pneumatic   engineered  devices.  Mr.
                           Bushnell  has been a director  and the  president  of
                           Vapor Fuel  Technologies,  Inc.  since  February  12,
                           2002.

Floyd Hambelton
                           Mr. Hambelton is a major shareholder and the operator
                           of Hambelton Bros. Lumber Co., a lumber  manufacturer
                           located in Washougal,  Washington.  Mr. Hambelton has
                           served in that  capacity  since 1971.  Mr.  Hambelton
                           served  as  a  director  and  as  the  secretary  and
                           treasurer of VFT, Inc. from March 1, 2001 to February
                           12,   2002,   when  it   merged   into   Vapor   Fuel
                           Technologies,   Inc.   Following   the  merger,   Mr.
                           Hambelton  has  served as a  director  of Vapor  Fuel
                           Technologies, Inc.

Larry Chace
                           Mr. Chace is the  Director of sales and  marketing at
                           Chemtek,  Inc. and has served in that capacity  since
                           1996.  Prior to working at Chemtek,  Inc.,  Mr. Chace
                           was a self-employed  investment  relations consultant
                           who worked as an  independent  contractor to Canadian
                           corporations from 1985 through 1996. Mr. Chace served
                           as a director of VFT,  Inc.  from March 1, 2001 until
                           its  merger  with Vapor Fuel  Technologies,  Inc.  on
                           February 12, 2002.  Following  the merger,  Mr. Chace
                           has served as the  secretary  and  treasurer of Vapor
                           Fuel Technologies, Inc.

ITEM 10. EXECUTIVE COMPENSATION

         For the three year periods ended March 31, 2002, 2001 and 2000, none of
the  directors  or officers  received  any  compensation  for their  services as
directors or officers of the Company. The Company does not pay director fees nor
reimburse  directors for  out-of-pocket  expenses  related to their  services as
directors.

         None of the officers have written or oral employment contracts with the
Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL, OWNERS AND MANAGEMENT

         The following  table sets forth, as of October 22, 2002, the number and
percentage of outstanding  shares of common stock beneficially owned by (a) each
person  known by us to  beneficially  own more than 5% of such  stock,  (b) each
director of the Company,  and (c) all our directors and executive  officers as a
group.


 NAME AND ADDRESS OF BENEFICIAL                                PERCENT OF COMMON
              OWNER                SHARES BENEFICIALLY OWNED           STOCK

Raymond B. Bushnell(1)                         45,454                    6.5

Bruce Langston(1)                             250,000                   35.7

Larry Chace(1)                                      0                    0

Suki Family Trust(1)(2)                        45,454                    6.5

C. Thomas Davis(1)                                  0                    0

Daniel Hodges                                 160,000                   22.9
Lloyd Craig, LLC
11601 E. Lusitano Place
Tucson, AZ  85748

Floyd Hambelton(1)                            113,638                   16.2

Gary Van Norman(1)                             45,454                    6.5

All officers and directors as a               159,092                   22.7
group (4 persons)


(1)  The shareholder  listed has sole voting and investment  powers with respect
     to the shares  indicated.  The  addresses of all of these  shareholders  is
     25023 S. Beeson Road, Beavercreek, Oregon 97004.
(2)  The beneficiaries of the Suki Family Trust are the family members of Robert
     Reid, who is a non-voting advisor to the Company's Board of Directors.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Our  business  operations  to date have been  solely the  research  and
development of our product,  the Vaporcarb.  We have no other operations and, in
particular,  no revenue from operations to support our research.  We have funded
all our  research  by the payment of common  stock for  research  services,  the
borrowing of funds from our  directors  and the use of space and services by our
directors without charge.

         As of March 31,  2002,  we had  borrowed  $216,978  from the  following
directors and shareholders in non-interest bearing demand notes:


          AMOUNT                              LENDER

         $164,500                             Floyd Hambelton

         $ 48,896                             Suki Family Trust

         $  3,582                             Gary Van Norman

         We are  renting  our  current  office  space at 25023 S.  Beeson  Road,
Beavercreek,  Oregon 97004 from Raymond B. Bushnell, our director and president.
Bushnell  Engineering,  Inc.,  which is owned by Raymond B. Bushnell,  completed
initial testing of our product in  consideration  for shares of VFT, Inc. common
stock.  On March 1, 2001,  we issued to Raymond B.  Bushnell  the shares of VFT,
Inc.  that,  upon our February 12, 2002 merger,  converted into 45,454 shares of
our $.005  Common  Stock.  Since  March 2001,  Bushnell  Engineering,  Inc.  has
continued testing and development of our product for a monthly fee of $7,500.

         There are no written contracts memorializing the rental of the space or
continuation of testing services.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) The following  documents are incorporated into and filed as part of
this report:

o        Independent Auditors' Report

o        Balance Sheets

|X|      March 31, 2002 and 2001

o        Statements of Operations

|X|      Years ended March 31, 2002 and 2001

o        Statements of Stockholders' Equity

|X|      Years ended March 31, 2002 and 2001

o        Statements of Cash Flows

|X|      Years ended March 31, 2002 and 2001

o        Notes to Financial Statements

         (B)      EXHIBITS:

<TABLE>
<CAPTION>

EXHIBIT NUMBER                       DESCRIPTION                                          REFERENCE

<S>                <C>                                                  <C>
     2.1           Merger Agreement among Registrant, VFT, Inc.,        Filed with Current Report on Form 8-K, filed
                   an Oregon corporation, and its shareholders          February 19, 2002.

     3.1           Amended and Restated Articles of Incorporation       Filed with Current Report on Form 8-K, filed
                   of Registrant, dated February 12, 2002               February 19, 2002.

     3.2           Amended and Restated By-laws of Registrant           Filed with Current Report on Form 8-K, filed
                                                                        February 19, 2002.

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

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

         (C)      REPORTS ON FORM 8-K:

                  On February 19, 2002,  we  announced  the merger of VFT,  Inc.
into  Achievement  Investments and our name changed to Vapor Fuel  Technologies,
Inc. under Item 1 - Change of Control and Item 2 - Acquisition or Disposition of
Assets on a Form 8-K.

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

ITEM 14. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Controls

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





<PAGE>
                          VAPOR FUEL TECHNOLOGIES, INC.
                       (FORMERLY ACHIEVEMENT INVESTMENTS)
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                             MARCH 31, 2002 AND 2001






<PAGE>






                                                     CONTENTS
<TABLE>
<CAPTION>

                                                                                                          Page

<S>                                                                                                        <C>
Independent Auditor's Report...............................................................................F - 1

Balance Sheets
  March 31, 2002 and 2001..................................................................................F - 2

Statements of Operations
  For the Years Ended March 31, 2002 and 2001..............................................................F - 3

Statement of Stockholders' Equity
 Since August 4, 1998 (inception) to March 31, 2002........................................................F - 4

Statements of Cash Flows
  For the Years Ended March 31, 2002 and 2001..............................................................F - 6

Notes to Financial Statements..............................................................................F - 8

</TABLE>























<PAGE>




                          INDEPENDENT AUDITOR'S REPORT


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


         We  have  audited  the  accompanying   balance  sheets  of  Vapor  Fuel
Technologies (formerly Achievement Investments) (a development stage company) as
of March 31, 2002 and 2001,  and the related  statements of operations  and cash
flows for the two years ended March 31, 2002, and the statement of stockholders'
equity for the period from August 4, 1998  (inception) to March 31, 2002.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly,  in  all  material  respects,  the  financial  position  of  Vapor  Fuel
Technologies (formerly Achievement Investments) (a development stage company) as
of March 31, 2002 and 2001, and the results of its operations and its cash flows
for the two years ended March 31, 2002 in conformity with accounting  principles
generally accepted in the United States of America.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

                                                    Respectfully submitted


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

Salt Lake City, Utah
June 19, 2002

                                      F - 1

<PAGE>



                                           VAPOR FUEL TECHNOLOGIES, INC.
                                        (Formerly Achievement Investments)
                                           (A Development Stage Company)
                                                  BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                      March 31,           March 31,
                                                                 -------------------  ------------------
                                                                        2002                 2001
                                                                 -------------------  ------------------

ASSETS:
Fixed Assets
<S>                                                              <C>                  <C>
   Equipment                                                     $             8,500  $                -
   Leasehold Improvements                                                     22,000                   -
   Accumulated Depreciation                                                   (1,016)                  -
                                                                 -------------------  ------------------
      Net Fixed Assets                                                        29,484                   -

Other Assets
   Patent Pending                                                              8,615                   1
                                                                 -------------------  ------------------

        Total Assets                                             $            38,099  $                1
                                                                 ===================  ==================

LIABILITIES:
  Notes Payable                                                  $           216,978  $           56,000
  Accounts Payable                                                            34,634                  75
                                                                 -------------------  ------------------

        Total Liabilities                                                    251,612              56,075
                                                                 -------------------  ------------------

STOCKHOLDERS' EQUITY:
  Preferred Stock, par value $.001,
    Authorized 10,000,000 shares,
    -0- Shares Issued at March 31, 2002 and 2001                                   -                   -
  Common Stock, par value $.005,
    Authorized 20,000,000 shares,
    700,000 Shares Issued at March 31, 2002,
    and 500,000 at March 31, 2001                                              3,500               2,500
  Additional Paid-In Capital                                                  28,158              11,496
  Deficit Accumulated During the
      Development Stage                                                     (245,171)            (70,070)
                                                                 -------------------  ------------------

        Total Stockholders' Equity                                          (213,513)            (56,074)
                                                                 -------------------  ------------------

        Total Liabilities and
          Stockholders' Equity                                   $            38,099  $                1
                                                                 ===================  ==================
</TABLE>


         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                      F - 2

<PAGE>



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



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

Expenses:
  Research & Development                           124,494             30,000             168,946
  General & Administrative                          38,557              1,074              55,179
                                        ------------------  -----------------   -----------------

Operating Income (Loss)                           (163,051)           (31,074)           (224,125)
                                        ------------------  -----------------   -----------------

Other Income (Expense)
  Interest                                         (12,050)            (3,895)            (21,046)
                                        ------------------  -----------------   -----------------

  Net Income (Loss)                     $         (175,101) $         (34,969)  $        (245,171)
                                        ==================  =================   =================

Basic & Diluted loss per share          $           (0.33)  $          (1.19)
                                        ==================  =================
</TABLE>















         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                      F - 3

<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                       (Formerly Achievement Investments)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               SINCE AUGUST 4, 1998 (INCEPTION) TO MARCH 31, 2002
<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                                                                 Since
                                                                                                August 4,
                                                                                                  1998
                                                                                   Additional  Inception of
                                           Preferred Stock        Common Stock       Paid-In    Development
                                          Shares     Value      Shares     Value     Capital      Stage
                                         --------   --------   --------   --------   --------    --------
<S>                                      <C>        <C>             <C>        <C>        <C>         <C>
Balance at August 4, 1998 (inception)        --     $   --         --     $   --     $   --      $   --

Net Loss                                     --         --         --         --         --          --
                                         --------   --------   --------   --------   --------    --------
Balance at March 31, 1999                    --         --         --         --         --          --

Net Loss                                     --         --         --         --         --       (35,101)
                                         --------   --------   --------   --------   --------    --------
Balance at March 31, 2000                    --         --         --         --         --       (35,101)

March 1, 2001 Shares Granted for
    Payment of Accounts Payable and
    Payment for Patent                       --         --      340,000      1,700       (700)       --

March 31, 2001 Shares Issued for
    Research & Development Expense           --         --       45,000        225      3,775        --

March 31, 2001 Shares Granted for
   Payment of Interest on Note Payable       --         --      115,000        575      8,421        --

</TABLE>

                                      F - 4

<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                       (Formerly Achievement Investments)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               SINCE AUGUST 4, 1998 (INCEPTION) TO MARCH 31, 2002
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                                                                 Since
                                                                                                August 4,
                                                                                                  1998
                                                                                   Additional  Inception of
                                           Preferred Stock        Common Stock       Paid-In    Development
                                          Shares     Value      Shares     Value     Capital      Stage
                                         --------   --------   --------   --------   --------    --------
<S>                                      <C>        <C>             <C>        <C>        <C>         <C>
Net Loss                                     --     $   --         --     $   --     $   --     $(34,969)
                                         --------   --------   --------   --------   --------   --------

Balance at March 31, 2001                    --         --      500,000      2,500     11,496    (70,070)

February 12, 2002 Shares Issued
     In Merger                                          --         --      200,000      1,000     16,662

Net Loss                                     --         --         --         --         --     (175,101)
                                         --------   --------   --------   --------   --------   --------

Balance at March 31, 2002                    --     $   --      700,000   $  3,500   $ 28,158   $(245,171)
                                         ========   ========   ========   ========   ========   ========
</TABLE>





         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                      F - 5

<PAGE>



                                            VAPOR FUEL TECHNOLOGIES, INC.
                                          (Formerly Achievement Investments)
                                            (A Development Stage Company)
                                               STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                       Cumulative
                                                                                                      Since August
                                                                                                         4, 1998
                                                                      For the years ended             Inception of
                                                                           March 31,                   Development
                                                              ------------------------------------
                                                                     2002              2001               Stage
                                                              ------------------ ----------------- -------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                           <C>                <C>               <C>
Net Loss                                                      $         (175,101)$         (34,969)$          (245,171)
Adjustments to reconcile net loss to net
cash used in operating activities:
    Depreciation Expense                                                   1,016                 -               1,016
    Issuance of Stock for Expenses                                             -             4,999               4,999
    Issuance of Stock for Interest on Note Payable                             -             8,996               8,996
    General & Administrative Expenses
          Converted to Contributed Capital                                17,662                 -              17,662
Change in operating assets and liabilities:
    Increase (Decrease) in Accounts Payable                               34,559                75              34,634
    Accrued Interest on Notes Payable                                          -            (5,101)                  -
                                                              ------------------ ----------------- -------------------

Net Cash Used in Operating Activities                                   (121,864)          (26,000)           (177,864)
                                                              ------------------ ----------------- -------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of Fixed Assets                                                 (30,500)                -             (30,500)
Purchase of Patent Pending                                                (8,614)                -              (8,614)
                                                              ------------------ ----------------- -------------------
Net cash provided by Investing Activities                                (39,114)                -             (39,114)
                                                              ------------------ ----------------- -------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from Notes Payable                                              160,978            26,000             216,978
                                                              ------------------ ----------------- -------------------
Net Cash Provided by Financing Activities                                160,978            26,000             216,978
                                                              ------------------ ----------------- -------------------

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

<PAGE>

                                            VAPOR FUEL TECHNOLOGIES, INC.
                                          (Formerly Achievement Investments)
                                            (A Development Stage Company)
                                               STATEMENTS OF CASH FLOWS
                                                     (Continued)
<TABLE>
<CAPTION>
                                                                                                       Cumulative
                                                                                                      Since August
                                                                                                         4, 1998
                                                                      For the years ended             Inception of
                                                                           March 31,                   Development
                                                              ------------------------------------
                                                                    2002               2001               Stage
                                                              -----------------  ----------------- -------------------

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

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























         The  accompanying  notes  are  an  integral  part  of  these  financial
statements.

                                      F - 6

<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                       (Formerly Achievement Investments)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

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

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $175,000 for the year ended March 31, 2002,  $35,000 for the year
ended March 31, 2001, and $245,000 since the inception of development stage. The
Company also has a working capital deficit of approximately $214,000 and $56,000
as of March 31, 2002 and 2001, respectively. The Company will require additional
financing in order to finance its business  activities on an ongoing basis.  The
Company is actively pursuing alternative  financing and has had discussions with
various third parties,  although no firm commitments have been obtained.  In the
interim,  shareholders  of the  Company  have  committed  to meeting its minimal
operating expenses.

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

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

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

Organization and Basis of Presentation

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





                                      F - 7

<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                       (Formerly Achievement Investments)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
                                   (Continued)

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

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

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

Nature of Business

         The Company has no  products  or  services  as of March 31,  2002.  The
Company was  organized  as a vehicle to research  and develop  alternative  fuel
systems and fuel  efficiency  enhancement  systems for the  internal  combustion
engine.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Cash and Cash Equivalents

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

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions that affect the reported amounts

                                      F - 8

<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                       (Formerly Achievement Investments)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
                                   (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

Stock Compensation for Non-Employees

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

Loss per Share

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

                                                                     For the year ended March 31, 2002
BASIC LOSS PER SHARE
<S>                                                     <C>                             <C>      <C>
Loss to common shareholders                             $         (175,101)             526,301  $           (0.33)
                                                        ==================  ===================  ==================

                                                                     For the year ended March 31, 2001
BASIC LOSS PER SHARE
Loss to common shareholders                             $          (34,969)              29,315  $           (1.19)
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for March 31, 2002 and 2001 and are thus not considered.

Concentration of Credit Risk

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


                                      F - 9

<PAGE>



                          VAPOR FUEL TECHNOLOGIES, INC.
                       (Formerly Achievement Investments)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
                                   (Continued)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Depreciation

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

                  Equipment                                   5-  7 years
                  Leasehold improvements                      8-15 years

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated depreciation thereon are eliminated from

the property and related accumulated  depreciation  accounts,  and any resulting
gain or loss is credited or charged to income.

NOTE 3 - INCOME TAXES

         As of March 31, 2002, the Company had a net operating loss carryforward
for income tax reporting  purposes of approximately  $245,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 4 - DEVELOPMENT STAGE COMPANY

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

NOTE 5 - COMMITMENTS

         As of March 31, 2002 all  activities of the Company have been conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

                                     F - 10

<PAGE>


                          VAPOR FUEL TECHNOLOGIES, INC.
                       (Formerly Achievement Investments)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
                                   (Continued)

NOTE 6- NOTE PAYABLE FROM SHAREHOLDER

         The  Company  has  borrowed  money  from  shareholders  in order to pay
various  expenses.  Per the promissory note,  amounts due to the shareholder are
non-interest bearing,  unsecured and payable at anytime the shareholder desires.
For purposes of these  financial  statements  interest has been calculated at an
imputed  interest  rate of 10 percent  for the years  ending  March 31, 2002 and
2001. As of March 31, 2002, the Company owes $216,978 relating to these notes.

NOTE 7 - STOCK ISSUANCE

         On March 1, 2001 the Board of Directors  voted to change the authorized
number of shares  from  10,000 to 15,000.  All  references  in the  accompanying
financial  statements to the number of common  shares and per-share  amounts for
2001 and 2000 have been restated to reflect the increase in authorized shares.

         Also, on March 1, 2001 the Board of Directors  granted 8,500 shares, no
par value,  to be issued for  payment of  accounts  payable of $4,999 and $1 for
acquisition of a patent.  2,500 shares were also granted for payment of interest
on notes payable.

NOTE 8 - PATENTS PENDING

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

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

NOTE 9 - RELATED PARTY TRANSACTIONS

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

                                     F - 11

<PAGE>




                                   SIGNATURES


         Pursuant to the  requirements of Section 13 of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:  January 22, 2003              VAPOR FUEL TECHNOLOGIES, INC.




                                      By:      /s/ C. Thomas Davis
                                                   C. Thomas Davis
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.


Signature and Title                                                     Date


    /s/ C. Thomas Davis                                      January 22, 2003
C. Thomas Davis
Director and Chief Executive Officer


    /s/ Raymond B. Bushnell                                  January 22, 2003
Raymond B. Bushnell
Director and President


    /s/ Floyd Hambelton                                      January 22, 2003
Floyd Hambelton
Director


    /s/ Larry Chace                                          January 22, 2003
Larry Chace
Secretary and Treasurer
(Principal Financial Officer and Principal Accounting Officer)




                                  CERTIFICATION


I, C. Thomas Davis, certify that:

1.       I have  reviewed  this  annual  report  on Form  10-KSB  of Vapor  Fuel
         Technologies, Inc.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

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

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

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

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

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

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

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

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

6.       The registrant's other certifying officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date:  January 22, 2003


/s/
C. Thomas Davis
Chief Executive Officer



<PAGE>


                                  CERTIFICATION


I, Larry Chace, certify that:

1.       I have  reviewed  this  annual  report  on Form  10-KSB  of Vapor  Fuel
         Technologies, Inc.;

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report;

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

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

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

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

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

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

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

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

6.       The registrant's other certifying officers and I have indicated in this
         annual  report  whether  there were  significant  changes  in  internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date:  January 22, 2003


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




<PAGE>