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 June 30, 2001

      [   ]     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

                     BUYERSONLINE.COM, 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) 532-8929
                   (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: 4,558,081 shares of common stock as of
August 13, 2001.

Transitional Small Business Format:  Yes [  ]  No [ X ]
<PAGE>

                           FORM 10-QSB
                     BUYERSONLINE.COM, INC.

                              INDEX
                                                           Page

PART I.   Financial Information

          Item 1.  Financial Statements                       3

          Condensed Consolidated Balance Sheets as of         3
          June  30, 2001 (unaudited) and  December 31, 2000

          Condensed  Consolidated  Statements  of             4
          Operations for the Three Months Ended June 30,
          2001 and 2000 (unaudited)

          Condensed   Consolidated  Statements   of           5
          Operations for the Six Months Ended June 30,
          2001 and 2000 (unaudited)

          Condensed Consolidated Statements of Cash           6
          Flows for the Six Months Ended March 31,
          2001 and 2000 (unaudited)

          Notes to Condensed Consolidated Financial           8
          Statements

          Item. 2.  Management's Discussion and Analysis      9
          of Financial Condition And Results of Operations

PART II.  Other Information                                  13

          Item 1.  Legal Proceedings                         13

          Item.  2.  Changes in Securities  and  Use  of     13
          Proceeds

          Item 6.  Exhibits and Reports on Form 8-K          14

          Signatures                                         15

                                    2
<PAGE>

                   BUYERSONLINE.COM, INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                                               (Unaudited)
                                               June 30,    December 31,
                                                 2001        2000
                   ASSETS
Current assets:
      Cash                                   $  181,348    $    56,825
      Restricted cash                           615,352        227,770
      Accounts receivable, net                1,995,963      1,547,282
      Other current assets                      302,904        212,155
            Total current assets              3,095,567      2,044,032

Property and equipment, net                   1,783,156      2,150,665
Other assets, net                               190,885        208,210
            Total assets                     $ 5,069,608   $ 4,402,907


   LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
      Notes payable and line of credit      $ 3,405,722   $ 1,187,865
      Current portion of capital lease          333,792       313,498
       obligations
      Accounts payable                        3,857,780     3,449,246
      Accrued liabilities                       762,575       660,421
      Accrued dividends payable on preferred    360,642       223,896
stock
      Accrued rebates                            29,017        75,536
            Total current liabilities         8,749,528     5,910,462

Capital lease obligations, net of current       142,621       314,756
portion

            Total liabilities                 8,892,149     6,225,218

Stockholders' deficit:
      Preferred stock                               244           233
      Common stock                                  453           399
      Additional paid-in capital             14,485,032    13,005,703
      Warrants and options outstanding        4,388,680     4,073,144
      Deferred consulting fees                 (204,598)      (98,145)
      Accumulated deficit                   (22,492,352)  (18,803,645)
            Total stockholders' deficit      (3,822,541)   (1,822,311)

            Total liabilities and          $  5,069,608  $  4,402,907
             stockholders' deficit
 See accompanying notes.

                                    3
<PAGE>


                    BUYERSONLINE.COM, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                           (Unaudited)
                                       Three Months Ended

June 30,
                                                 2001         2000
                                                           As restated)
Revenues:
      Telecommunications services            $ 3,474,312    $ 1,663,773
      Other                                       18,049              -
            Total revenues                     3,492,361      1,663,773

Operating expenses:
      Costs of revenues                        2,517,616        955,091
      General and administrative               1,762,434      1,202,090
      Selling and promotion                      827,157        813,280
            Total operating expenses           5,107,207      2,970,461

            Loss from operations              (1,614,846)    (1,306,688)

Other income (expense):
      Interest income                              3,873          4,319
      Interest expense                          (184,137)      (328,794)
            Total other expense, net            (180,264)      (324,475)

            Net loss                        $ (1,795,110)   $(1,631,163)


Preferred stock dividend:
  8% dividends on Series A and B                 180,321         79,781
   preferred stock

Net loss applicable to common               $ (1,975,431)   $(1,710,944)
 stockholders


Net loss per common share:
      Basic and diluted                     $      (0.45)   $     (0.47)

Weighted average common shares outstanding:
      Basis and diluted                        4,437,312      3,610,404

See accompanying notes

                                    4
<PAGE>



                         BUYERSONLINE.COM, INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                 (Unaudited)
                                               Six Months Ended
                                                   June 30,
                                                 2001         2000
                                                        (As restated)
Revenues:
      Telecommunications services            $ 6,394,029    $ 3,085,204
      Other                                       39,071              -
            Total revenues                     6,433,100      3,085,204

Operating expenses:
      Costs of revenues                        4,507,460      1,828,535
      General and administrative               3,317,083      1,947,822
      Selling and promotion                    1,553,737      1,505,377
            Total operating expenses           9,378,280      5,281,734

            Loss from operations              (2,945,180)    (2,196,530)

Other income (expense):
      Interest income                              9,124         12,902
      Interest expense                          (371,511)      (364,471)
            Total other expense, net            (362,387)      (351,569)

            Net loss                         $(3,307,567)   $(2,548,099)


Preferred stock dividends:
 8% dividends on Series A and B                  360,642        159,562
   preferred stock
 Beneficial conversion feature related            20,498              -
  to Series B preferred stock
    Total preferred stock dividends              381,140        159,562

 Net loss applicable to common stockholders  $(3,688,707)   $(2,707,661)

Net loss per common share:
      Basic and diluted                      $     (0.86)   $     (0.76)

Weighted average common shares outstanding:
      Basis and diluted                        4,283,210      3,579,118

See accompanying notes.

                                    5
<PAGE>

                       BUYERSONLINE.COM, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 (Unaudited)
                                              Six Months Ended
                                                    June 30,
                                                 2001         2000
                                                     (As restated)
Cash flows from operating activities:
  Net loss                                 $ (3,307,567)  $ (2,548,099)
  Adjustments to reconcile net loss  to
   net cash used in operating activities:
    Depreciation and amortization               558,651        109,386
    Interest expense resulting from             103,997        240,683
     issuing stock and warrants with notes
    Amortization of discount on notes payable     1,387         30,831
    Amortization of note  financing costs        84,410              -
    Amortization of deferred consulting fees     18,547              -
    Services rendered in exchange for shares
      of commons stock                            6,181         12,319
    Expense related to the grant of options
     to purchase common shares                   13,135         62,415
    Changes in operating assets and
      liabilities:
      Restricted cash                           (387,582)      104,003
      Accounts receivable                       (448,681)      (14,603)
      Other current assets                        29,841       (72,390)
      Accounts payable                           408,534       705,368
      Accrued rebates                            (46,519)      (20,410)
      Accrued liabilities                        102,154       234,930
    Net cash used in operating activities     (2,863,512)   (1,155,567)

Cash flows from investing activities:
      Decrease (increase) in other assets         17,325      (187,692)
      Purchases of property and equipment       (191,142)     (157,758)
    Net cash used in investing activities       (173,817)     (345,450)

Cash flows from financing activities:
      Net borrowings under line of credit        415,722             -
      Borrowings under notes payable, net of   1,840,000       875,000
        debt issuance costs
      Principal payments on notes payable        (39,252)            -
       Principal  payments on capital  lease    (151,841)      (29,871)
        obligations
      Issuance of preferred shares for cash,   1,097,223             -
       net of offering costs
    Net cash provided by financing activities  3,161,852       845,129

Net increase (decrease) in cash                  124,523      (655,888)
Cash at the beginning of the period               56,825     1,088,707

Cash at the end of the period                $   181,348   $   432,819

Supplemental cash flow information:
      Cash paid for interest                 $   132,181   $    89,457
Supplemental  schedule of noncash  investing
  and financing activities:
  Issuance of common shares in  payment      $   223,896   $   160,127
    of preferred stock dividend
  Issuance of common shares in  payment          125,000       213,994
    of deferred services
  Issuance of common shares in  payment          205,000             -
    of deferred financing costs
  Issuance of warrants with promissory                  -      469,939
    notes
  Beneficial  conversion  dividend  on            20,498             -
   Series B preferred shares
  Accrual of dividend payable on                 360,642       159,562
   preferred stock
  Capital  expenditures  financed  with                -         7,750
   capital lease obligation

See accompanying notes

                                    6
<PAGE>



              BUYERSONLINE.COM, INC. AND SUBSIDIARY

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          June 30, 2001
                           (unaudited)


1. Basis of Presentation

 The accompanying unaudited condensed consolidated financial
 statements of BuyersOnline.com, Inc.  ("the Company" or
 "BuyersOnline") have been prepared in accordance with
 accounting principles generally accepted in the United States
 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, 2000.

2. Line of credit

 On June 7, the Company entered into a one-year receivables
 financing agreement with RFC Capital Corporation ("RFC").  The
 facility allows the Company to borrow up to $2.5 million based
 on the Company's eligible accounts receivable.  The facility
 bears interest at a rate of prime plus 6%, and also required
 the payment of a Purchase Commitment Fee of $50,000, which is
 being amortized over the one-year term of the agreement.  The
 facility allows the Company to borrow against unbilled
 receivables as well as regular monthly billings.  At June 30,
 2001, the amount outstanding under the arrangement was
 $415,722.

3. Legal matters

 On June 14, 2001, a lawsuit was filed against the Company by
 Profitec, Inc. ("Profitec") in New Haven, Connecticut.
 Profitec asserted that it agreed to perform certain billing
 services for the Company's telecommunication members and that
 the Company agreed to pay Profitec for such services.  Profitec
 further claimed that the Company breached the contract by
 terminating the contract and failing to pay fees allocable
 under a "liquidated damage" provision for early termination.
 Profitec has claimed damages in excess of $140,000, based upon
 the contract's liquidated damage provisions.  BuyersOnline has
 retained counsel in New Haven to defend this action.  The
 Company's defenses to this matter include the following: That
 Profitec failed to provide the contractual services in a timely
 or competent manner; that BuyersOnline notified Profitec on
 many occasions that it was not performing pursuant to the terms
 of the contract; that Profitec failed to cure the billing
 inadequacies and continued to deliver a billing product that
 caused BuyersOnline to lose members and spend excessive monies
 to correct; that Profitec breached the contract and that
 BuyersOnline followed its remedial course set forth in the
 contract by canceling the contract and obtaining billing
 services elsewhere; and that the liquidated damage provision
 upon which plaintiff bases its lawsuit is unenforceable.  The
 Company believes that it is highly unlikely that Profitec will
 prevail in this action.

4. Preferred stock offering

 During the three months ended March 31, 2001, the Company
 issued an additional 110,000 shares of preferred stock and
 550,000 warrants to purchase common stock.  The Company
 allocated the net proceeds from the offering of $1,097,223
 between the Series B Preferred Stock and the warrants based on
 estimated relative fair values.  Accordingly, the stock was
 recorded at $794,822 and the warrants were recorded at
 $302,401.  The Series B Preferred Stock Offering closed on
 April 13, 2001.

                                    7
<PAGE>

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

Overview

BuyersOnline  is engaged in the business of selling to  consumers
and  small businesses long distance and Internet access services.
The  marketing strategy of BuyersOnline is based on a  membership
concept  under  which  members of BuyersOnline  are  entitled  to
receive  the  services offered at low prices.  BuyersOnline  uses
the purchasing power of its membership to negotiate lower cost or
rebates  from  producers  and  resellers  of  the  services   and
products.    Lower  costs  allows  BuyersOnline  to  offer   more
competitive pricing to attract and retain members, and  makes  it
possible  for BuyersOnline to offer rebate incentive programs  to
its   members  for  referring  to  BuyersOnline  new  prospective
members.   BuyersOnline's goal is to build  a  national  consumer
membership organization.  Its strategy for achieving this goal is
to focus on expanding service and product offerings, continue its
member  referral and rebate program, continue development of  its
agent  sales  program, promote a television advertising  program,
and pursue Internet advertising to attract new members.

BuyersOnline provides services that it believes are perceived  by
consumers  and  businesses as essential or  are  compatible  with
their normal annual expenditures.  Since its inception in January
1996,  BuyersOnline has focused on selling long distance service.
This has enabled BuyersOnline to build the size of its membership
base.   With the increases in Internet commerce, especially among
small  businesses, BuyersOnline is now offering low cost Internet
access to its members.

The Company is now expanding its service and product offerings to
include  a  broader  range  of consumer  products  and  services,
including  auto parts, music, clothing and accessories,  computer
products,  health  and beauty products, sports  products,  travel
services, toys, pet supplies, home and garden products, specialty
food  items,  and office supplies.  In the second half  of  2000,
BuyersOnline  launched its new web site that enables  members  to
purchase  these  products online and receive from BuyersOnline  a
rebate  on  each product and service purchase.  By expanding  its
service   and  product  offerings,  BuyersOnline  believes   that
membership  will be attractive to a larger number of  prospective
members  and  existing  members will  have  added  incentive  for
staying with BuyersOnline.

BuyersOnline has over 21,000 members.  Its target market includes
networking  professionals,  small  businesses,  and  middle-class
families  with  an  annual household income between  $30,000  and
$100,000, as these are the most likely to respond actively to the
particular   savings  opportunities  offered   by   BuyersOnline.
Members reside mostly in high population centers and they tend to
spend   more   than  the  average  on  long  distance   services.
Approximately  one-third of the present  membership  consists  of
small   businesses  and  entrepreneurs  who  operate   home-based
businesses.

                                    8
<PAGE>


Results of Operations

Total revenues from telecommunications and other services
increased 110% to $3.49 million for the three months ended June
30, 2001 as compared to $1.66 million for the same period in
2000.  Year-to-date revenues increased 109% to $6.43 million, as
compared to $3.09 million during the previous year.  The
increases are due to higher membership in general resulting from
the Company's ongoing promotional efforts, particularly those
involving independent agents.  Costs of revenues for the three-
month period ended June 30, 2001 were $2.52 million, a 164%
increase as compared to $955,091 incurred during the comparable
three-month period for the prior year.  Such costs as a
percentage of revenue were 72% during 2001 as compared to 57%
during 2000.  Costs of revenues for the six-month period were
$4.51 million, a 147% increase as compared to $1.83 million.  As
a percentage of revenue, year-to-date costs of revenues were 70%
during 2001 as compared to 59% during 2000.  The lower gross
margins resulted from the Company pricing some of its services
more aggressively during 2001.  In addition, much of the sales
increase during the three and six months ended June 30, 2001 was
derived from programs involving independent agents, which
typically earn lower margins.  As part of the Company's ongoing
cost and vendor negotiation programs, the Company expects gross
margins to increase during the latter half of the 2001 year.

Total operating expenses other than costs of revenues increased
28% during the quarter ended June 30, 2001, and year-to-date
expenses rose by 41%, as compared to the same periods of 2000.
General and administrative costs in 2001's second quarter
increased 47% to $1.76 million compared to $1.2 million in 2000.
For the six months ended June 30, 2001, general and
administrative costs increased 70% to $3.32 million as compared
to $1.95 million during 2000's comparable period.  Selling and
promotion expenses increased 2% to $827,157 during 2001's second
quarter from $813,280 in 2000.  Year-to-date, selling and
promotional expenses increased 3% to $1.55 million during 2001
from $1.51 million during 2000.  Increases in both areas stem
from our ongoing efforts in significantly expanding our business.
During the latter half of 2000, BuyersOnline continued increasing
spending in strategic areas to prepare for revenue growth.  In
the sales and promotion area, increases during 2001 stem in part
from higher commissions paid to agents, offset somewhat by lower
rebates paid to members, in proportion to respective revenue
amounts.  In the general and administrative categories, much of
the higher costs resulted from an increase in internal and
external information technology personnel and other resources
obtained to significantly increase BuyersOnline's ability to
handle the higher order rate expected once our infomercial begins
regular broadcasts.  BuyersOnline also consolidated various
operating locations and moved into a single, larger facility
during December 2000.  Some of the general and administrative
increase stem from higher occupancy costs incurred as a result.

Interest income for the three and six-month periods ended June
30, 2001 was $3,873 and $9,124, respectively, as compared to
$4,319 and $12,902 earned in comparable periods of 2000.  The
decrease is attributable to the higher funds on hand during the
first part of 2000, primarily as a result of the Series A
preferred stock offering completed during 1999's third quarter.
Interest expense for the three months ended June 20, 2001
included $43,130 of amortization of note financing costs, along
with $37,500 which resulted from issuing shares of common stock
in connection with notes payable during the quarter.  Year-to-
date interest expense included

                                    9
<PAGE>

$84,410 and $103,998,
respectively, of such items.  Interest expense for both the three
and six months ended June 30, 2000 includes $249,772 of items
relating to amortization of note financing costs.  Excluding
these amounts for all periods, interest expense for 2001 would
have been $103,507 and $186,883, for the second quarter and year-
to-date periods ended June 30, 2001, respectively, and $79,022
and $114,699 for the comparable periods of 2000.  The differences
resulted from higher amounts of notes payable and capitalized
lease obligations outstanding during 2001 as compared to 2000.

As a result of the above factors, the overall net loss before
Preferred Stock Dividends increased 10% to $1.80 million for the
three months ended June 30, 2001, and increased 30% to $3.31
million for the first half of 2001, as compared to $1.63 million
and $2.55 million for the comparable periods of 2000.

Liquidity and Capital Resources

BuyersOnline has suffered recurring losses from operations.
During the quarters ended June 30, 2001 and 2000, our net loss
applicable to common stockholders was $1.98 million and $1.71
million, respectively.  For the year-to-date comparable periods,
our net loss applicable to common stockholders was $3.69 million
and $2.71 million.  As of June 30, 2001, we had a working capital
deficit of $5.65 million and a stockholders' deficit of $3.82
million.  During the six-month periods ended June 30, 2001 and
2000, our operations used $2.86 million and $1.16 million of
cash, respectively.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.  Subsequent
to June 30, 2001, the Company obtained $500,000 of additional
debt funding from a member of the Board of Directors.  However,
BuyersOnline needs additional capital to finance future
operations until its business objectives are implemented and
generate sufficient revenue to sustain the business.  Management
is attempting to raise additional capital to fund operations and
provide working capital; however, there can be no assurance that
additional funding will be available or, if available, that it
will be available on acceptable terms or in required amounts.  If
the Company does not obtain financing, there is no assurance that
BuyersOnline will succeed in achieving profitable operations.  We
estimate that we will need additional capital of approximately
$10 million to fund operating expenses, plus fund our proposed
marketing and expansion programs through the end of 2001.

BuyersOnline's current ratio at June 30, 2001 remained the same
(0.35:1) as at December 31, 2000.  Major components of working
capital that changed during the first half of 2001 resulted from
increases in accounts receivable due to higher quarterly sales
levels, and increases in restricted cash amounts in connection
with the Company's new accounts receivable financing facility.
Offsetting these increases in working capital were decreases
stemming primarily from note payable increases received from a
member of the Board of Directors, along with note increases
incurred by entering into an accounts receivable financing
agreement with RFC Capital Corporation.  The facility allows the
Company to borrow up to $2.5 million based on the Company's
eligible accounts receivable.  The facility bears interest at a
rate of prime plus 6%, and expires on June 7, 2002.  The facility
allows the Company to borrow against unbilled receivables as well
as regular monthly billings.  At June 30, 2001, the amount
outstanding under the arrangement was $415,722.

                                    10
<PAGE>

In March 2001, BuyersOnline reached an agreement to extend the
maturity date from April 15, 2001 to June 1, 2001 of an
outstanding $1,050,000 note payable.  This was later extended to
July 1, 2001.  The Company is currently negotiating with the
noteholder in good faith to convert the obligation to a demand
note with the other terms similar to those presently existing.

BuyersOnline will continue to pursue additional financing in
2001.  In February 2001, the Company entered into a financial
advisory agreement with Copp Wheelock Partners, LLC, of Addison,
Texas, under which Copp Wheelock will assist the Company in
locating strategic alliances or acquisitions related to products,
services, and marketing, and locating potential sources of
financing for operations.  As compensation for these services the
Company paid to Copp Wheelock a base fee of $10,000, and has
agreed to pay an additional $10,000 upon obtaining additional
financing.  Copp Wheelock will also receive success fees ranging
from 1.25% to 7.00% on each financing or strategic partner
transaction resulting from its services.  If Copp Wheelock
locates at least $1,000,000 in financing for BuyersOnline, the
Company will pay a monthly advisory fee of $10,000 over a term of
not less than five months.  Further, the Company agreed to issue
to Copp Wheelock warrants to purchase up to 300,000 shares of
common stock at an exercise price of $2.50 per share over a term
of five years that vest incrementally based on financing of up to
$3,000,000 obtained through Copp Wheelock.  Additional warrants
may be issued in connection with other financing arrangements,
however under the terms of  the agreement Copp Wheelock's total
diluted equity interest in the Company will never exceed 3%.  In
January 2001, the Company entered into a finder agreement with
Howard Bronson Associates, Inc., of New York City, New York,
under which it paid Howard Bronson & Associates a $10,000
retainer and agreed to pay an additional 3% of funds realized
through any financing source identified by Howard Bronson
Associates.

The  Company  has  begun efforts with various parties  to  secure
additional  financing  in order to begin significant  infomercial
broadcasting during the latter part of 2001.  However, there  can
be  no assurance that the Company will successfully complete  its
efforts to raise additional amounts sufficient for the Company to
achieve profitable results in the long term.

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.

                                11
<PAGE>

                   PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

On June 14, 2001, a lawsuit was filed against the Company by
Profitec, Inc. ("Profitec") in New Haven Superior Court, New
Haven, Connecticut, Action number 417196.  Profitec asserted that
it agreed to perform certain billing services for the Company's
telecommunication members and that the Company agreed to pay
Profitec for such services.  Profitec further claimed that the
Company breached the contract by terminating the contract and
failing to pay fees allocable under a "liquidated damage"
provision for early termination.  Profitec has claimed damages in
excess of $140,000, based on the contract's liquidated damage
provisions.  The Company has retained counsel in New Haven to
defend this action. The Company's defenses to this matter include
the following: That Profitec failed to provide the contractual
services in a timely or competent manner; that BuyersOnline
notified Profitec on many occasions that it was not performing
pursuant to the terms of the contract; that Profitec failed to
cure the billing inadequacies and continued to deliver a billing
product that caused BuyersOnline to lose members and spend
excessive monies to correct; that Profitec breached the contract
and that BuyersOnline followed its remedial course set forth in
the contract by canceling the contract and obtaining billing
services elsewhere; and that the liquidated damage provision upon
which plaintiff bases its lawsuit is unenforceable.  The Company
believes that it is highly unlikely that Profitec will prevail in
this action.

Item 2.  Changes in Securities and Use of Proceeds

In  September  2000,  the  Company  entered  into  a  unit  sales
agreement with First Level Capital, Inc., a stock brokerage firm,
providing  for  the  sale  of up to 1,234,500  units,  each  unit
consisting  of  one  share of Series B 8% cumulative  convertible
preferred  stock and five common stock purchase  warrants  at  an
offering price of $10.00 per unit or a total of $12,345,000.   In
the  first quarter of 2001, an additional 110,000 units were sold
for  cash  of  $1,100,000.   The sales were  made  to  accredited
investors in reliance on the exemption from registration provided
by  Section  4(2) of the Securities Act of 1933.  Each  share  of
Series  B preferred stock is convertible to five shares of common
stock,  subject to adjustment under certain circumstances.   Each
warrant included in the units entitles the holder to purchase one
share of common stock at an exercise price of $2.50 per share and
expire in December 2002.

Theodore Stern, an officer and director, loaned BuyersOnline
$100,000 in December 2000.  We issued a promissory note payable
on demand accruing interest at 12 percent secured by our accounts
receivable.  If the note was not paid by February 1, 2001, 10,000
shares of common stock were to be issued in consideration of the
non-payment.  The note was not repaid at that time, the 10,000
shares were issued to Mr. Stern, and the note remains an
outstanding obligation.  During the three months ended March 31,
2001, $390,000 in additional 12% notes were issued to Mr. Stern,
and 41,000 shares were issued.  All of the aforementioned shares
were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933.

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During the first half of 2001, preferred stock dividends amounted
to $360,642, consisting of $148,767 on outstanding shares of
Series A 8% cumulative convertible preferred stock and $211,875
on outstanding shares of Series B 8% cumulative convertible
preferred stock.  These dividends will be paid through the
issuance of 294,215 shares of common stock to the holders of the
preferred stock during the latter part of August 2001.

On May 2, 2001, the Company issued 100,000 shares of common stock
to Gary Smith, a director of the Company.  The shares were valued
at $1.45 per share which was the fair market value at the date of
issuance for a total value of $145,000.  The shares were issued
in consideration of Mr. Smith encumbering certain real property
to provide collateral for a promissory note to George Brimhall,
an unrelated party.  All of the aforementioned shares were issued
in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933.

On June 5, 2001, the Company issued 50,000 shares to Theodore
Stern, an officer and director of the Company in consideration of
a note payable in the amount of $500,000.  The shares were issued
at $1.20 per share which was the fair market value at the date of
issuance for a total value of $60,000.  All of the aforementioned
shares were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933.

On June 15, 2001, the Company issued 15,000 shares to Theodore
Stern in consideration of a note payable in the amount of
$150,000.  The shares were issued at $1.25 per share which was
the fair market value at the date of issuance for a total value
of $18,750.  All of the aforementioned shares were issued in
reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933.

On June 21, 2001, the Company issued 10,000 shares to Theodore
Stern in consideration of a note payable in the amount of
$100,000.  The shares were issued at $1.25 per share which was
the fair market value at the date of issuance for a total value
of $12,500.  All of the aforementioned shares were issued in
reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933.

On June 26, 2001, the Company issued 5,000 shares to Theodore
Stern in consideration of a note payable in the amount of
$50,000.  The shares were issued at $1.25 per share which was the
fair market value at the date of issuance for a total value of
$6,250.  All of the aforementioned shares were issued in reliance
on the exemption from registration provided by Section 4(2) of
the Securities Act of 1933.

Item 6.  Exhibits and Reports on Form 8-K.

Reports on Form 8-K:  No reports on Form 8-K were filed by the
Company during the quarter ended June 30, 2001.

     Exhibits:  None.

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                           SIGNATURES

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

                                   BUYERSONLINE.COM, INC.


Date:   August 14, 2001            By: /s/ G.  Douglas mith
                                   G.  Douglas Smith,  Vice President


Date:  August 14, 2001             By: /s/ Paul Jarman
                                   Paul Jarman, Treasurer

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