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

                                  FORM 10-QSB

      [  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

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

     For the transition period from       to

                          Commission File No. 0-26917

                              BUYERS UNITED, INC.
       (Exact name of small business issuer as specified in its charter)

           Delaware                         87-0528557
(State or other jurisdiction of    (IRS Employer Identification
incorporation or organization)                 No.)

                14870 Pony Express Road, Bluffdale, Utah 84065
                   (Address of principal executive offices)

                                (801) 320-3300
                          (Issuer's telephone number)

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

Check  whether the issuer (1) has filed all reports required to  be  filed  by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such  shorter  period that the issuer was required to file such reports),  and
(2)  has  been subject to such filing requirements for the past 90 days.
                                                          Yes[X]    No [  ]

APPLICABLE  ONLY  TO  ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

Check  whether the registrant has filed all documents and reports required  to
be  filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent  to  the
distribution of securities under a plan confirmed by a court.
                                                          Yes [  ]  No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:
State  the  number  of shares outstanding of each of the issuer's  classes  of
common equity: 5,730,161 of common stock as of May 1, 2002.


            Transitional Small Business Format:  Yes [  ]  No [ X ]





                              BUYERS UNITED, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS


                                                      (unaudited)
                                                       March 31,  December 31,
                                                          2002        2001
                                                      ----------   ----------
                       ASSETS
Current assets:
     Cash                                               $155,431      $57,100
     Restricted cash                                     657,291      690,312
     Accounts receivable, net                          2,516,241    2,271,873
     Other current assets                                677,015      282,240
                                                      ----------   ----------
           Total current assets                        4,005,978    3,301,525

Property and equipment, net                              613,283      652,576

Debt issuance cost, net                                   24,235      187,756
Other assets, net                                        523,575      189,885
                                                      ----------   ----------
            Total assets                              $5,167,071   $4,331,742
                                                      ==========   ==========



       LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Checks drawn in excess of available cash
        balances                                              $-     $186,866
     Line of credit                                      527,412      574,172
     Current portion of long-term debt                 2,334,055    1,002,641
     Accounts payable                                  4,165,616    3,879,517
     Accrued liabilities                                 630,236      525,023
     Accrued commissions and rebates                     378,837      324,778
     Accrued dividends payable on preferred stock        186,018      378,316
                                                      ----------   ----------
           Total current liabilities                   8,222,174    6,871,313

Long-term liabilities:
     Long-term debt, net of current portion            2,744,998    3,615,000
                                                      ----------   ----------
           Total liabilities                          10,967,172   10,486,313
                                                      ----------   ----------

Stockholders' deficit:
     Preferred stock                                         244          244
     Common stock                                            573          531
     Additional paid-in capital                       15,631,426   15,190,855
     Warrants and options outstanding                  4,443,569    4,383,334
     Deferred consulting fees                            (84,794      (98,406)
     Accumulated deficit                             (25,791,119) (25,631,129)
                                                      ----------   ----------
           Total stockholders' deficit                (5,800,101)  (6,154,571)
                                                      ----------   ----------
           Total liabilities and stockholders'
             deficit                                  $5,167,071   $4,331,742
                                                      ==========   ==========

                            See accompanying notes





                              BUYERS UNITED, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                             (unaudited)
                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                          2002        2001
                                                       ---------    ---------

Revenues:
  Telecommunications services                         $4,801,608   $2,919,717
  Other                                                   25,702       21,022
                                                       ---------    ---------
        Total revenues                                 4,827,310    2,940,739
                                                       ---------    ---------

Operating expenses:
  Costs of revenues                                    2,500,566    1,989,844
  General and administrative                           1,133,233    1,554,649
  Selling and promotion                                  865,043      726,580
                                                       ---------    ---------
        Total operating expenses                       4,498,842    4,271,073
                                                       ---------    ---------
        Income (loss) from operations                    328,468   (1,330,334)
                                                       ---------    ---------
Other income (expense):
  Interest income                                            804        5,251
  Interest expense                                      (303,244)    (187,374)
        Total other expense, net                        (302,440)    (182,123)
                                                       ---------    ---------
        Net income (loss)                                $26,028  $(1,512,457)
                                                       =========    =========


Preferred stock dividends:
  8% dividends on Series A and B preferred stock        (186,018)    (180,321)
  Beneficial conversion feature related to Series B
    preferred stock                                            -      (20,498)
        Total preferred stock dividends                 (186,018)    (200,819)
                                                       ---------    ---------
        Net loss applicable to common stockholders     $(159,990) $(1,713,276)
                                                       =========    =========


Net loss per common share:
        Basic and diluted                                 $(0.03)      $(0.42)
                                                       =========    =========


Weighted average common shares outstanding:
        Basic and diluted                              5,477,323    4,127,397
                                                       =========    =========

                            See accompanying notes





                              BUYERS UNITED, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                           (unaudited)
                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                          2002        2001
                                                       ---------    ---------
Cash flows from operating activities:
  Net income (loss)                                      $26,028   (1,512,457)
  Adjustments to reconcile net income (loss)
    to net cash used in operating activities:
        Depreciation and amortization                    166,945      248,807
        Interest expense resulting from
          issuing stock and warrants with
          notes                                           12,749       66,498
        Amortization of discount on notes
          payable                                              -        1,387
        Amortization of note financing costs              61,150       41,280
        Amortization of deferred consulting
          fees                                            13,612        4,933
        Services rendered in exchange for
          shares of common stock                               -        6,181
        Expense related to the grant of
          options to purchase common shares                4,353        1,992
        Changes in operating assets and
          liabilities:
              Restricted cash                             33,021       (3,137)
              Accounts receivable                       (244,368)    (166,106)
              Other assets                              (603,836)      23,385
              Checks in excess of available
                cash balances                           (186,866)           -
              Accounts payable                           286,099      312,278
              Accrued commissions and rebates             54,059       17,554
              Accrued liabilities                        121,211     (135,911)
                                                       ---------    ---------

                    Net cash used in operating
                      activities                        (255,843)  (1,093,316)
                                                       ---------    ---------

Cash flows from investing activities:
  Decrease (increase) in other assets                    (14,950)      18,000
  Purchases of property and equipment                    (71,027)    (165,549)
                                                       ---------    ---------

                    Net cash used in
                      investing activities               (85,977)    (147,549)
                                                       ---------    ---------

Cash flows from financing activities:
  Net borrowings and payments under line of
    credit                                               (46,760)           -
  Borrowings under notes payable, net of debt
    issuance costs                                       696,500      390,000
  Principal payments on notes payable                   (143,874)     (19,465)
  Principal payments on capital lease
    obligations                                          (65,715)     (74,733)
  Issuance of preferred/common shares for
    cash, net of offering costs                                -    1,097,223
                                                       ---------    ---------
                    Net cash provided by
                      financing activities               440,151    1,393,025
                                                       ---------    ---------

Net increase in cash                                      98,331      152,160
Cash at the beginning of the period                       57,100       56,825
                                                       ---------    ---------
Cash at the end of the period                           $155,431     $208,985
                                                       =========    =========




Supplemental cash flow information:
      Cash paid for interest                            $101,461     $68,775


Supplemental schedule of noncash investing and
  financing activities:
      Issuance of common shares in payment of
        preferred stock dividend                        $378,316    $223,896
      Issuance of common shares in payment of
        deferred services                                      -     125,000
      Issuance of common shares in payment of
        deferred financing costs                          49,548           -
      Issuance of warrants with promissory notes          55,882           -
      Beneficial conversion dividend on Series B
        preferred shares                                       -      20,498
      Accrual of dividend payable on preferred
        stock                                            186,018     180,321

                            See accompanying notes





                              BUYERS UNITED, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                March 31, 2002
                                  (unaudited)


1. Basis of Presentation

 The accompanying unaudited condensed consolidated financial statements of
 Buyers United, Inc.  ("the Company" or "Buyers United") have been prepared in
 accordance with generally accepted accounting principles for interim
 financial information and with the instructions to Form 10-QSB of Regulation
 S-B.  Accordingly, they do not include all the information and footnotes
 necessary for a comprehensive presentation of financial position and results
 of operations.

 It is management's opinion, however, that all material adjustments
 (consisting of normal recurring accruals) have been made which are necessary
 for a fair financial statement presentation.  The results for the interim
 period are not necessarily indicative of the results to be expected for the
 year.

 For further information, refer to the consolidated financial statements and
 footnotes included in the Company's annual report on Form 10-KSB for the year
 ended December 31, 2001.

2. Long-term Debt

 During the three months ended March 31, 2002, the Company issued a $100,000
 unsecured note payable to the Chairman of the Board which bears interest at
 12% with both principal and interest due July 5, 2003.

 The Company issued $79,998 in unsecured notes payable to three officers of
 the Company that bear interest at 12% which is payable monthly with the
 principal due July 5, 2003.

 The Company also issued $550,000 in unsecured promissory notes bearing
 interest at 10% to 12%, payable monthly.  Principal payments are due monthly
 based on 38% to 40% of billings collected from specifically identified
 customers.  After the notes' principal balance is paid in full, the Company
 will continue to remit a percentage of the billings collected from these
 customers but the percentage will be reduced to 18% to 20%.  These payments
 will continue as long as the customers continue purchasing long distance
 services from the Company.  In addition, each note holder received a two-year
 warrant to purchase shares of common stock at an exercise price of $2.50 per
 share.  The amount of warrants issued equaled 10% of the note proceeds.

3. Capital Transactions

 During the last half of 2001, preferred stock dividends amounted to $378,316,
 consisting of $150,942 on outstanding shares of Series A 8% cumulative
 convertible preferred stock, and $227,374 on outstanding shares of Series B
 8% cumulative convertible preferred stock.  These dividends were paid through
 the issuance of 374,534 shares of common stock to the holders of the
 preferred stock in February 2002.

 On January 15, 2002, the Company issued 7,998 shares to three officers in
 consideration of notes payable in the amount of $79,998.  The value of the
 shares was $8,798.

 On January 18, 2001, the Company issued 10,000 shares to Theodore Stern, the
 Company's CEO and Chairman of the Board of Directors, in consideration of a
 note payable in the amount of $100,000.  The value of the shares was $10,000.

 On February 15, 2002, the Company issued 25,000 shares to Mr. Stern in
 consideration of him granting a $250,000 guaranty to MCI WorldCom, Inc. on
 behalf of Buyers United in connection with the Company entering in to a
 resale contract. The value of the shares was $30,750.

4. Subsequent events

 During April and the first part of May 2002, the Company entered into loan
 agreements with several individuals aggregating $1,715,000.  Under the terms
 of the agreements, the proceeds can be used for working capital or to partake
 in a direct response advertising campaign with an unrelated comparison
 shopping service to solicit new customers.  The loans have a stated interest
 rate of 10%, and are to be repaid using a portion of collected revenues from
 specifically-designated new customers.  After all principal and interest is
 repaid, the note holder will retain a 18% residual for as long as the
 specific customers remain active Buyers United customers.  In addition, each
 note holder received a two-year warrant to purchase shares of common stock at
 an exercise price of $2.50 per share.  The amount of warrants issued equaled
 10% of the note proceeds.  The Company is pursuing additional loan
 opportunities with additional individuals under similar terms.



Item 2.     MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

Buyers United is engaged in the business of selling telecommunication services
to business and residential customers.  The Company utilizes a two-brand
marketing strategy to better target its audience: United Carrier Networks (or
"UCN") for businesses, and BuyersOnline for residential consumers. The use of
these two distinct brands allows Buyers United to meet the needs of two
disparate customer groups without compromising margins or creating channel
conflicts.

United Carrier Networks offers significant benefits to the business consumer.
First, UCN buys from multiple carriers such as WorldCom, Qwest and Global
Crossing.  This unique strategy gives business customers optimal pricing while
providing the security of redundancy.  UCN makes customer service simple
through its "single point of contact" approach.  Other customized services
include precise 4-decimal billing, 6-second rounding and online account
management.  UCN tailors its services to meet the unique and specific
requirements of a variety of businesses.

The Company markets to residential customers through its BuyersOnline brand.
BuyersOnline has a number of online marketing partners that help it acquire up
to thousands of residential customers per month.  Once a consumer signs up for
long distance service, they become eligible to participate in the BuyersOnline
rebate programs designed to help them further reduce their long distance bill
each month. These rebate programs are simple to use and create a long-term
potential benefit for each residential customer.

Buyers United focuses on developing cost-effective sales channels and long-term
customer relationships. Management believes that in order to succeed in a
rapidly growing industry, it must focus on building a strong relationship with
its customers.  Accordingly, Buyers United has created several methods for
understanding and communicating with its customer base.  These innovations have
helped Buyers United minimize the attrition of customers.

RESULTS OF OPERATIONS

Total revenues from telecommunications and other services increased 64% to
$4.82 million for the three months ended March 31, 2002 as compared to $2.94
million for the same period in 2001.  The increases are due to higher
membership in general resulting from the Company's ongoing promotional efforts,
primarily involving independent agents and referrals from an online shopping
comparison service.

Costs of revenues for the three-month period ended March 31, 2002 were $2.50
million, a 26% increase as compared to $1.99 million incurred during the
comparable three-month period for the prior year.  Such costs as a percentage
of revenue were 52% during 2002 as compared to 68% during 2001.  The higher
gross margins resulted from the Company obtaining better costs from its
carriers, along with an increase in sales to residential customers which
ordinarily earn higher gross margins.

Total operating expenses other than costs of revenues were 12% lower during the
quarter ended March 31, 2002 as compared to the same period of 2001.

     General and administrative costs in 2002's first quarter decreased 27% to
     $1.13 million compared to $1.55 million in 2001.  The decrease resulted in
     part from lower compensation costs incurred after the Company reduced
     employee levels in June 2001.  In addition, certain occupancy and
     maintenance costs were lower stemming from the cancellation of an
     equipment lease during the third quarter of 2001.

     Selling and promotion expenses increased 19% to $865,043 during the first
     quarter of 2002 from $726,580 in 2001.  The increase resulted from the
     proportionate higher commission amounts paid on higher revenue.
     Offsetting a portion of the 2002 increase was the fact that during 2001
     the Company incurred celebrity contract renewal costs in connection with
     an infomercial marketing tool that was originally planned to air in 2001.
     No such corresponding costs were incurred during 2002.

Interest income was $804 for the quarter ended March 31, 2002.  This compares
to $5,251 earned during the comparable period of 2001.  The decrease resulted
from larger cash balances on hand during 2001 than during 2002, attributable to
the Series B preferred stock offerings completed during 2000's fourth quarter.

Interest expense for the three months ended March 31, 2002 included $73,900 of
amortization of note financing costs, along with issuing shares of common stock
in connection with notes payable, compared to $107,779 for the quarter ended
March 31, 2001.  Excluding these amounts for both periods, interest expense
would have been $229,344 for 2002 as compared to $79,595 for 2001.  The
increase resulted from higher balances outstanding in 2002 on notes payable to
one of the members of the Company's board of directors, and promissory notes
issued during the fourth quarter of 2001.  The Company also established a line
of credit during June 2001.

As a result of the above factors, the Company earned overall net income before
Preferred Stock Dividends of $26,028 during the quarter ended March 31, 2002,
as compared to a net loss of $1.51 million for the same period during 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company's current ratio at the end of March 31, 2002 increased slightly to
0.49:1 from 0.48:1 at the end of 2001.  The components of current assets and
current liabilities that changed significantly since the end of 2001 were other
current assets, the current portion of long-term debt, and accrued liabilities.
Other current assets increased 140% since the end of December 2001.  The
increase was due primarily to higher capitalized amounts associated with the
Company's direct financing campaign that are expected to be recovered during
the next twelve months.  The current portion of long-term debt rose 133% mainly
because the entire balance of the $1.05 million promissory note, due February
28, 2003, was reclassified from a "long-term" to a "current" liability.
Accrued liabilities increased 20% primarily due to an increase in accrued
interest expense owed to the Chairman of the Board on his promissory notes that
were amended in the fourth quarter of 2001 to defer any further interest
payments until the principal maturity date of July 2003.  Accrued dividends
decreased due to the Company's semi-annual dividend payment made during
February by issuing shares of common stock.

The Company has a line of credit agreement with RFC Capital Corporation
("RFC").  The facility allows the Company to finance up to $2.5 million based
on the Company's eligible accounts receivable.  The facility bears interest at
a rate of prime plus 6%.  The facility allows the Company to borrow against
unbilled receivables as well as finance regular monthly billings.  The
agreement expires in June 2002, and on April 10, 2002, the Company agreed to
renew the agreement for another two years beyond that date.  At March 31, 2002,
the Company had financed the maximum amount available based on eligible
accounts receivable at that time, which amounted to $527,412.  This agreement
also requires the Company to maintain a restricted cash account for the
collection of the Company's receivables.  As of March 31, 2002 the Company had
$657,291 of restricted cash primarily relating to the RFC agreement.

As of March 31, 2002, the Company had a $1,050,000 note payable to an
individual bearing interest at 18%, payable monthly.  On March 13, 2002, the
noteholder agreed to extend the maturity date of the note to February 28, 2003.
The note provides a conversion feature whereby the holder may convert the note
into common stock at $2.50 per share.  The note also provides that 50,000
shares of common stock will be issued to the noteholder at maturity.  Should
the note be prepaid, 100,000 shares are to be issued.

At March 31, 2002 the Company had several unsecured promissory notes payable to
a member of the Company's Board of Directors totaling $2,665,000.  All but one
of the notes (for $400,000) bear interest at a rate of 12%, with interest
payable upon maturity.  The $400,000 note, along with the noteholder's personal
guaranty, originated in connection with securing more favorable rates with
certain of the Company's telecommunication providers.  Accordingly, based on
savings in terms of these costs, interest on this note is calculated based on
the monthly vendor billings incurred by the Company, not to exceed $15,000 per
month, payable monthly.  All the notes mature on July 5, 2003.  During the
first quarter of 2002, the Company also issued $79,998 in unsecured promissory
notes payable to three Company officers.  The notes mature in July 2003 and
bear interest at 12%, payable monthly.

During October and November of 2001, the Company raised $825,000 via promissory
notes  to raise working capital and to take part in a service from an unrelated
comparison shopping service to solicit new customers.  All the notes carry
essentially the same terms.  They are unsecured and bear interest at 12%,
payable monthly.  Principal is also payable monthly, based on 20% of billings
collected during each monthly billing period from specifically designated
existing customers or from any new customers that subscribed via the on-line
shopping service in which the shopping services fee was paid from the proceeds.
Inasmuch as principal payments could vary over time, the Company believes the
principal will be repaid over a period of approximately one year from the time
the notes were issued.  Accordingly, the entire $702,374 outstanding at March
31, 2002 is classified as current on the accompanying balance sheet.

During the first quarter of 2002, Buyers United issued $550,000 in notes
payable.  Then during April and May 2002 the Company issued an additional
$1.715 million in promissory notes.  Similar to the notes issued during 2001,
principal is to be repaid out of collected billings from new customers
generated through the online shopping service.  With respect to these 2002
notes, 38% to 40% of the new customer billings are to be reserved for principal
repayment, depending on the particular note agreement.  However, only half the
note proceeds are to be used for this service, the rest being allocated for
working capital purposes, as needed.  These notes bear interest at 10% to 12%
and interest and principal payments are due monthly.

Up through the end of 2001, the Company had experienced recurring losses from
operations.  As of March 31, 2002, the Company had a working capital deficit of
$4.2 million and an accumulated deficit of $25.8 million.  Although the Company
achieved profitability and generated cash from operations during its first
quarter ended March 31, 2002, the foregoing matters raise substantial doubt
about the Company's ability to continue as a going concern.  The financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.  The Company is currently experiencing significant revenue
growth and has seen the results of several cost-reduction initiatives begun in
2001.  While there can be no assurance that such will be the case, management
is confident that the trend of revenue increases will continue, and that the
Company will continue to be profitable during the rest of the 2002 year.

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1985 provides a safe harbor for
forward-looking statements made by BuyersOnline, except where such statements
are made in connection with an initial public offering.  All statements, other
than statements of historical fact, which address activities, actions, goals,
prospects, or new developments that BuyersOnline expects or anticipates will or
may occur in the future, including such things as expansion and growth of its
operations and other such matters are forward-looking statements.  Any one or a
combination of factors could materially affect BuyersOnline's operations and
financial condition.  These factors include competitive pressures, success or
failure of marketing programs, changes in pricing and availability of services
and products offered to members, legal and regulatory initiatives affecting
member marketing and rebate programs or long distance service, and conditions
in the capital markets.  Forward-looking statements made by BuyersOnline are
based on knowledge of its business and the environment in which it operates as
of the date of this report.  Because of the factors listed above, as well as
other factors beyond its control, actual results may differ from those in the
forward-looking statements.



                          PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

There was no change in any existing legal proceedings during the quarter ended
March 31, 2002.


Item 2.  CHANGES IN SECURITES AND USE OF PROCEEDS

During the last half of 2001, preferred stock dividends amounted to $378,316,
consisting of $150,942 on outstanding shares of Series A 8% cumulative
convertible preferred stock, and $227,374 on outstanding shares of Series B 8%
cumulative convertible preferred stock.  These dividends were paid through the
issuance of 374,534 shares of common stock to the holders of the preferred
stock in February 2002.

On January 15, 2002, the Company issued 7,998 shares to three officers in
consideration of notes payable in the amount of $79,998.  The value of the
shares was recorded at that day's market trading price of $1.10 per share, or
$8,798.

On January 18, 2001, the Company issued 10,000 shares to Theodore Stern, the
Company's CEO and Chairman of the Board of Directors, in consideration of a
note payable in the amount of $100,000.  The value of the shares was recorded
at that day's market trading price of $1.00 per share, or $10,000.

On February 15, 2002, the Company issued 25,000 shares to Mr. Stern in
consideration of him granting a $250,000 guaranty to MCI WorldCom, Inc. on
behalf of Buyers United in connection with the Company entering in to a resale
contract. The value of the shares was recorded at that day's market trading
price of $1.23 per share, or $30,750.

The Company also issued $550,000 in unsecured promissory notes bearing interest
at 10% to 12%, payable monthly.  Principal payments are due monthly based on
38% to 40% of billings collected from specifically identified customers.  After
the notes' principal balance is paid in full, the Company will continue to
remit a percentage of the billings collected from these customers but the
percentage will be reduced to 18% to 20%.  These payments will continue as long
as the customers continue purchasing long distance services from the Company.
In addition, each note holder received a two-year warrant to purchase shares of
common stock at an exercise price of $2.50 per share.  The amount of warrants
issued equaled 10% of the note proceeds.

During April and the first part of May 2002, the Company entered into loan
agreements with several individuals aggregating $1,715,000.  Under the terms of
the agreements, the proceeds can be used for working capital or to partake in a
direct response advertising campaign with an unrelated comparison shopping
service to solicit new customers.  The loans have a stated interest rate of
10%, and are to be repaid using a portion of collected revenues from
specifically-designated new customers.  After all principal and interest is
repaid, the note holder will retain a 18% residual for as long as the specific
customers remain active Buyers United customers.  In addition, each note holder
received a two-year warrant to purchase shares of common stock at an exercise
price of $2.50 per share.  The amount of warrants issued equaled 10% of the
note proceeds.  vFinance Investments, Inc. acted as agent for the Company in
the placement of the notes as was paid commissions equaling 5% of the loan
proceeds, an additional 2% of revenues collected monthly from the new
customers, and two-year common stock purchase warrants equaling 3% of the loan
proceeds.

All of the aforementioned securities were issued in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act of 1933 or
Rule 506 of Regulation D promulgated thereunder.  Based on information provided
by the investors, the Company believes each investor was an accredited investor
within the meaning of Rule 501 of Regulation D.


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K:
-------------------

On February 26, 2002, a report on Form 8-K was filed with the Securities and
Exchange Commission in which the Company described dismissing Arthur Andersen
LLP on February 20, 2002, and hiring Crowe, Chizek and Company LLP as its new
independent public accountants.


Exhibits:
--------

None.



                                  SIGNATURES

     In accordance with the Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.



                              BUYERS UNITED, INC.


Date:  May 15, 2002                By: /s/ G. Douglas Smith, Vice President


Date:  May 15, 2002                By: /s/ Paul Jarman, Treasurer