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 September 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 No.)
incorporation or organization)

         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
                September 30, 2001 (unaudited) and
                December 31, 2000

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

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

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

                Notes to Condensed Consolidated Financial     8
                Statements

          Item. 2.  Management's Discussion and Analysis     10
          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 Proceeds 14

          Item. 5. Other Information                         15

          Item 6.  Exhibits and Reports on Form 8-K          15

          Signatures                                         15

                                      2
<PAGE>

BUYERSONLINE.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                       (Unaudited)
                                                       September 30,  December 31,
                                                           2001          2000
                                                           ----          ----
                 ASSETS
<S>                                                    <C>           <C>
Current assets:
   Cash                                                $    100,180  $     56,825
   Restricted cash                                          471,775       227,770
   Accounts receivable, net                               2,538,842     1,547,282
   Other current assets                                     240,326       212,155
                                                       ------------  ------------
         Total current assets                             3,351,123     2,044,032

Property and equipment, net                                 759,002     2,150,665
Other assets, net                                           189,885       208,210
                                                       ------------  ------------
         Total assets                                  $  4,300,010  $  4,402,907
                                                       ============  ============

          LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Line of credit                                      $    463,865  $      -
   Notes payable                                          4,083,993     1,187,865
   Current portion of capital lease obligations             170,745       313,498
   Accounts payable                                       4,079,890     3,449,246
   Accrued liabilities                                      529,669       558,735
   Accrued dividends payable on preferred stock             189,158       223,896
   Accrued commissions and rebates                          328,859       177,222
                                                       ------------  ------------
         Total current liabilities                        9,846,179     5,910,462

Capital lease obligations, net of current portion             -           314,756
                                                       ------------  ------------
         Total liabilities                                9,846,179     6,225,218
                                                       ------------  ------------

Stockholders' deficit:
   Preferred stock                                              244           233
   Common stock                                                 494           399
   Additional paid-in capital                            14,946,909    13,005,703
   Warrants and options outstanding                       4,387,678     4,073,144
   Deferred consulting fees                                (190,985)      (98,145)
   Accumulated deficit                                  (24,690,509)  (18,803,645)
                                                       ------------  ------------
         Total stockholders' deficit                     (5,546,169)   (1,822,311)
                                                       ------------  ------------
         Total liabilities and stockholders' deficit   $  4,300,010  $  4,402,907
                                                       ============  ============
</TABLE>

                                See accompanying notes

                                         3
<PAGE>

BUYERSONLINE.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                              (Unaudited)
                                                    Three Months Ended September 30,
                                                    --------------------------------
                                                         2001           2000
                                                         ----           ----
                                                                    (As restated)
<S>                                                  <C>            <C>
Revenues:
      Telecommunications services                    $  3,913,095   $  1,889,049
      Other                                                23,109          -
                                                     ------------   ------------
         Total revenues                                 3,936,204      1,889,049
                                                     ------------   ------------
Operating expenses:
   Costs of revenues                                    2,617,018      1,161,136
   General and administrative                           1,247,876      1,488,809
   Selling and promotion                                  828,254      1,528,400
   Termination of lease and write-off of
    web-site development costs                            922,076          -
                                                     ------------   ------------
         Total operating expenses                       5,615,224      4,178,345
                                                     ------------   ------------
         Loss from operations                          (1,679,020)    (2,289,296)
                                                     ------------   ------------
Other income (expense):
   Interest income                                          4,361          3,424
   Interest expense                                      (334,341)      (886,348)
                                                     ------------   ------------
         Total other expense, net                        (329,980)      (882,924)
                                                     ------------   ------------
         Net loss                                    $ (2,009,000)  $ (3,172,220)


Preferred stock dividends:
   8% dividends on Series A and B preferred stock         189,157         77,324
                                                     ------------   ------------
         Net loss applicable to common stockholders  $ (2,198,157)  $ (3,249,544)
                                                     ============   ============

Net loss per common share:
   Basic and diluted                                 $      (0.47)  $      (0.87)
                                                     ============   ============
Weighted average common shares outstanding:
   Basis and diluted                                    4,711,019      3,748,344
                                                     ============   ============
</TABLE>


                                See accompanying notes

                                         4
<PAGE>

BUYERSONLINE.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                              (Unaudited)
                                                     Nine Months Ended September 30,
                                                    --------------------------------
                                                         2001           2000
                                                         ----           ----
                                                                    (As restated)
<S>                                                  <C>             <C>
Revenues:
   Telecommunications services                       $  10,307,124   $  4,974,253
   Other                                                    62,180          -
                                                     -------------   ------------
         Total revenues                                 10,369,304      4,974,253
                                                     -------------   ------------
Operating expenses:
   Costs of revenues                                     7,124,478      2,989,671
   General and administrative                            4,564,959      3,436,631
   Selling and promotion                                 2,381,991      3,033,777
   Termination of lease and write-off of
    web-site development costs                             922,076          -
                                                     -------------   ------------
         Total operating expenses                       14,993,504      9,460,079
                                                     -------------   ------------
         Loss from operations                           (4,624,200)    (4,485,826)
                                                     -------------   ------------
Other income (expense):
   Interest income                                          13,485         16,326
   Interest expense                                       (705,852)    (1,250,819)
                                                     -------------   ------------
         Total other expense, net                         (692,367)    (1,234,493)
                                                     -------------   ------------
         Net loss                                    $  (5,316,567)  $ (5,720,319)
                                                     =============   ============

Preferred stock dividends:
   8% dividends on Series A and B preferred stock          549,799        236,886
   Beneficial conversion feature related
    to Series B preferred stock                             20,498          -
                                                     -------------   ------------
         Total preferred stock dividends                   570,297        236,886
                                                     -------------   ------------
         Net loss applicable to common stockholders  $  (5,886,864)  $ (5,957,205)
                                                     =============   ============

Net loss per common share:
      Basic and diluted                              $       (1.33)  $      (1.64)
                                                     =============   ============
Weighted average common shares outstanding:
      Basis and diluted                                  4,427,380      3,635,938
                                                     =============   ============
</TABLE>

                                See accompanying notes

                                         5
<PAGE>

BUYERSONLINE.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                              (Unaudited)
                                                     Nine Months Ended September 30,
                                                    --------------------------------
                                                          2001           2000
                                                          ----           ----
                                                                     (As restated)
<S>                                                  <C>             <C>
Cash flows from operating activities:
   Net loss                                          $  (5,316,567)  $  (5,720,319)
   Adjustments to reconcile net loss to
     net cash used in operating activites:
       Depreciation and amortization                       653,096         188,925
       Non-cash expenses related to the issuance of
         stock, options, and warrants with debt
         and for services                                  417,349         770,729
       Interest expense associated with
         beneficial conversion feature in connection
         with debt extension                                 -             481,367
       Termination of lease and write-off of web-site
         development costs                                 922,076           -
       Changes in operating assets and liabilities:
         Restricted cash                                  (419,271)        118,510
         Accounts receivable                              (991,560)       (339,630)
         Other current assets                               84,169        (110,684)
         Accounts payable                                  708,631       1,802,553
         Accrued commissions and rebates                   151,637          43,446
         Accrued liabilities                               (29,066)        382,003
                                                     -------------   -------------
            Net cash used in operating activities       (3,819,506)     (2,383,100)
                                                     -------------   -------------

Cash flows from investing activities:
   Decrease (increase) in other assets                      18,325         (44,210)
   Purchases of property and equipment                    (282,341)       (769,913)
                                                     -------------   -------------
            Net cash used in investing activities         (264,016)       (814,123)
                                                     -------------   -------------
Cash flows from financing activities:
   Net borrowings under line of credit                     463,865           -
   Borrowings under notes payable, net of
     debt issuance costs                                 2,815,000       2,539,000
   Principal payments on notes payable                     (83,246)       (150,000)
   Principal payments on capital lease obligations        (165,965)       (127,417)
   Issuance of preferred/common shares for cash,
     net of offering costs                               1,097,223         300,000
                                                     -------------   -------------
            Net cash provided by financing activities    4,126,877       2,561,583
                                                     -------------   -------------
Net increase (decrease) in cash                             43,355        (635,640)
Cash at the beginning of the period                         56,825       1,088,707
                                                     -------------   -------------
Cash at the end of the period                        $     100,180   $     453,067
                                                     =============   =============
</TABLE>

                                See accompanying notes

                                         6
<PAGE>

BUYERSONLINE.COM, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)

<TABLE>
<CAPTION>


                                                              (Unaudited)
                                                     Nine Months Ended September 30,
                                                    --------------------------------
                                                          2001           2000
                                                          ----           ----
                                                                     (As restated)
<S>                                                 <C>              <C>
Supplemental cash flow information:
      Cash paid for interest                        $      203,685   $     180,498


Supplemental schedule of noncash investing
 and financing activities:
   Issuance of common shares in payment of
     preferred stock dividend                       $      584,537   $     319,689
   Issuance of common shares in payment of
     deferred services                                     125,000          50,000
   Issuance of common shares in payment of
     deferred financing costs                              205,000           -
   Issuance of options in connection with
     deferred consulting agreements                          -             403,495
   Issuance of options in payment of
     deferred sales commissions                              -              25,574
   Issuance of warrants with promissory notes                -           1,391,683
   Beneficial conversion dividend on Series B
     preferred shares                                       20,498         481,367
   Accrual of dividend payable on preferred stock          549,799         236,886
   Equipment acquired under capital lease
     arrangements                                            -             150,121
</TABLE>



                                See accompanying notes

                                         7
<PAGE>

              BUYERSONLINE.COM, INC. AND SUBSIDIARY

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       September 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 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.

 The unaudited interim results of operations and cash flows for
 the periods ended September 30, 2000 have been restated as a
 result of adjustments recorded at the December 31, 2000 year-
 end.

 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, 2001 the Company entered into a one-year account
 receivable 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.  The facility allows the Company to borrow against
 unbilled receivables as well as regular monthly billings.  At
 September 30, 2001, the Company had borrowed the maximum amount
 available based on eligible accounts receivable at that time,
 which amounted to $463,865.


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  in  1999  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 as per 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 has filed a general denial answer and has  asserted
 affirmative defenses, including breach of contract,  failure  of
 consideration, and other issues.  The Company has also  filed  a
 counter   claim  and  has  pled  for  damages  based  upon   the
 plaintiff's  failure  under the above-described  contract.   The
 Company  believes that

                              8
<PAGE>

 Profitec's claims are without merit and intends to defend the
 action  and  pursue  its claims  against Profitec as it deems
 appropriate.


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.


5.  Termination  of  equipment lease and  write-off  of  web-site
development costs

 During the quarter ended September 30, 2001, the Company
 reviewed its investment in leased computer equipment and
 software, related ongoing maintenance expenses, and costs
 primarily incurred in 2000 in connection with the creation of
 various web sites designed to work with Oracle-based
 applications.  The Company determined that it could achieve its
 growth objectives and serve existing and potential customers
 using a more economical equipment and software solution.
 Accordingly, the Company negotiated with the equipment lessor
 to return the equipment and cancel the lease.

 The Company also replaced its web site software with newly-
 developed programs designed to operate on a SQL-based operating
 system, and determined the costs previously capitalized and
 associated with the returned equipment and software no longer
 had a realizable value.  The total cost of removing the
 unamortized book value of the lease obligation, equipment,
 software, and capitalized web site development costs totaled
 $922,076.


6. Subsequent events

 Beginning  in  October  2001  through  November  13,  2001,  the
 Company  entered  into loan agreements with several  individuals
 aggregating $725,000.  Under the terms of the agreements,  funds
 were  loaned  to  the Company to be used either  in  conjunction
 with  acquiring new customers from an unaffiliated  buyers  club
 or  for working capital.  The loans have a stated interest  rate
 of  12%,  and  are  to  be repaid using a portion  of  collected
 revenues    from   specifically-designated   new   or   existing
 customers.   After  all principal and interest  is  repaid,  the
 note  holder  will retain a 10% commission for as  long  as  the
 specific  customers  remain  active  BuyersOnline  members.   In
 addition,  each  note  holder received  a  warrant  to  purchase
 shares  of common stock at an exercise price of $2.50 per share.
 The  amount of warrants issued equaled 25% of the note proceeds,
 and  the  warrants will expire after one year.  The  Company  is
 pursuing   additional   loan   opportunities   with   additional
 individuals  under  similar terms.  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.

 On October 31, 2001, the stockholders approved an amendment to
 the Company's Certificate of Incorporation changing the name of
 the Company to "Buyers United, Inc."  The name change will be
 effective on November 20, 2001.  On that date the trading
 symbol for common stock on the OTC Bulletin Board will be
 "BYRS."

                              9
<PAGE>

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

Overview

BuyersOnline.com, Inc. ("the Company" or "BuyersOnline") is a
consumer buying organization that buys monthly "Essential
Services" in bulk from world-class providers and offers those
services at discounted prices to its national membership.  It
also offers rebate programs and specialized customer service
designed to help members lower, or in some cases eliminate some
of their monthly bills.

The Company believes there is a business opportunity in the
Essential Services marketplace: No one organization meets the
specific needs and concerns of consumers and/or small businesses
in both the Telecommunications and other Essential Services
industries. To pursue this perceived opportunity, the Company
created a buying club that not only allows members to save money
on Essential Services, but also provides an infrastructure to
meet specific customer demands through specialized service
solutions. The Company presently offers a complete line of voice
and data telecommunication services for residential consumers and
commercial businesses.  In the future, the Company intends to
expand its service offerings into other areas such as travel,
home security, satellite TV, wireless communications, and other
customized small business services.

Once consumers or businesses become members, they become eligible
to participate in the Company's "Shopping Rebate Program," which
allows them to obtain substantial discounts on the purchase of
products offered by the Company's network of retailers.  The
Company currently has contracts with over 200 retailers in 16
different product categories to provide their products to
BuyersOnline members at discounted prices.  The member orders the
products from the retailer and pays the retailer directly.  A
rebate ranging from 1% to 30% of the purchase price is then
credited to the Company, which in turn is passed on to the member
who made the purchase.  The amount of the rebate is credited to
the member's account to be offset against monthly charges for
Essential Services.  Any rebates in excess of billed charges for
Essential Services are paid to the member in cash.  In this way a
member can lower or potentially eliminate some of their monthly
bills.

The  Company  currently  has 28,400 members.  Its  target  market
includes networking professionals, small businesses, and  middle-
class  families with annual household incomes of 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  tend  to
spend more than average on long distance services.  Approximately
one-third  of the present membership consists of small businesses
and entrepreneurs who operate home-based businesses.


Results of Operations

Total revenues from telecommunications and other services
increased 108% to $3.94 million for the three months ended
September 30, 2001 as compared to $1.89 million for the same
period in 2000.  Year-to-date revenues also increased 108% to
$10.37 million, as compared to $4.97 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 September 30,
2001 were $2.62 million, a 125% increase as compared to $1.16
million incurred during the comparable three-month period for the
prior year.  Such costs as a percentage of revenue were 66%
during 2001 as compared to 61% during 2000.  Costs of revenues
for the nine-month period were $7.12 million, a 138% increase as
compared to $2.99

                              10
<PAGE>

million.  As a percentage of revenue, year-to- date costs of revenues
were 69% during 2001 as compared to 60% 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 nine months ended September 30, 2001
was derived from programs involving more high-volume commercial
customers which, while typically earning lower gross margins, also
result in lower proportional sales costs in the long run.  As part
of the Company's cost and vendor negotiation programs culminated
during the third quarter of 2001, the Company expects gross margins
to increase during the fourth quarter of the 2001 year and on into
2002.

Total operating expenses other than costs of revenues and amounts
relating to the equipment lease termination were 31% lower during
the quarter ended September 30, 2001, and year-to-date expenses
decreased by 7%, as compared to the same periods of 2000.

  *  General and administrative costs in 2001's third quarter
     decreased 16% to $1.25 million compared to $1.49 million in
     2000.  For the nine months ended September 30, 2001, general
     and administrative costs increased 33% to $4.56 million as
     compared to $3.44 million during 2000's comparable period.
     The third quarter decrease resulted mainly from lower
     compensation costs incurred after the Company reduced
     employee levels in June 2001.  In addition, third quarter
     expenses were higher in 2000 due to severance costs incurred
     with the departure of the Company's former Chief Executive
     Officer.  General and administrative expenses year-to-date
     were higher than the previous year due primarily to higher
     occupancy costs incurred as a result of moving into a
     single, larger facility during December 2000.

  *  Selling and promotion expenses decreased 46% to $828,254
     during 2001's third quarter from $1.53 million in 2000.
     Year-to-date, selling and promotional expenses decreased 21%
     to $2.38 million during 2001 from $3.03 million during 2000.
     Decreases resulted primarily from the fact that during the
     comparable periods in 2000, the Company was actively
     developing and directing financial resources to its
     infomercial marketing tool.  The decrease in spending levels
     from 2000 was partly offset by higher commissions paid
     during 2001 to independent agents in proportion to
     respective revenue amounts.

During the third quarter of 2001, the Company reviewed its
investment in leased computer equipment and software, related
ongoing maintenance expenses, and costs primarily incurred in
2000 in connection with the creation of various web sites
designed to work with Oracle-based applications.  The Company
determined that it could achieve its growth objectives and serve
existing and potential customers using a much more economical
equipment and software solution.  Accordingly, the Company
negotiated with the equipment lessor to return the equipment and
cancel the lease.  The Company also replaced its web site
software with newly-developed programs designed to operate on a
SQL-based operating system, and determined the costs previously
capitalized and associated with the returned equipment and
software no longer had a realizable value.  The total cost of
removing the unamortized book value of the lease obligation,
equipment, software, and capitalized web site development costs
totaled $922,076 which was included in total operating expenses
for the three and nine-month periods ended September 30, 2001.

Interest income was $4,361 and $13,485 for the quarter and year-
to-date period ended September 30, 2001, respectively.  This
compares to $3,424 and $16,326 earned in comparable periods of
2000.  The differences resulted from different levels of funds on
hand during 2001 and 2000, attributable to the Series A and B
preferred stock offerings completed during 1999's third quarter
and 2000's fourth quarter.  Interest expense for the three months
ended September 30, 2001 included $63,304 of amortization of note
financing costs, along with $101,275 that resulted from issuing
shares of common stock in connection with notes payable during
the quarter.  Year-to-date interest expense included $147,714 and
$205,273, respectively, of such items.  Interest expense for the
three and nine months ended September 30, 2000,

                              11
<PAGE>

respectively, includes $862,235 and $1,150,500 of items relating
to amortization of note financing costs.  Excluding these various
amounts for all periods, interest expense for 2001 would have
been $169,762 and $352,865, for the third quarter and year-to-
date periods ended September 30, 2001, respectively, and $24,113
and $100,319 for the comparable period of 2000.  The differences
resulted from higher amounts of capitalized lease obligations
outstanding during 2001 as compared to 2000.  In addition, the
Company incurred higher interest expense during 2001 on its
accounts receivable financing arrangement, and also incurred
interest expense on short-term notes issued by one of the
directors.

As a result of the above factors, the overall net loss before
Preferred Stock Dividends decreased 37% to $2.01 million for the
three months ended September 30, 2001, and decreased 7% to $5.32
million year-to-date, as compared to $3.17 million and $5.72
million for the comparable periods of 2000.


Liquidity and Capital Resources

The Company has incurred recurring losses from operations.
During the quarters ended September 30, 2001 and 2000, the net
loss applicable to common stockholders was $2.20 million and
$3.25 million, respectively.  For the year-to-date comparable
periods, the net loss applicable to common stockholders was $5.32
million and $5.72 million in 2001 and 2000, respectively.  As of
September 30, 2001, the Company had a working capital deficit of
$6.50 million and an accumulated deficit of $24.69 million.
During the nine-month periods ended September 30, 2001 and 2000,
operations used $3.82 million and $2.38 million of cash,
respectively.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.  BuyersOnline
does need additional capital to finance future operations until
its business objectives are fully implemented and can generate
sufficient revenue to sustain the business.  However, during the
nine months ended September 30, 2001, the Company successfully
raised $4.38 million through a combination of debt and equity
offerings, and since the quarter-end has raised an additional
$775,000 in debt financing primarily related to certain new
customer acquisition opportunities (see below).  In addition, the
Company has been reducing expenses during 2001, particularly
during the latter half of the year.  During 2001's third quarter
the Company's operations used $955,994 in cash, a 22% decrease
compared to $1,227,533 in cash used during the same quarter of
the previous year.  Management is attempting to raise additional
capital to fund operations and provide working capital.
BuyersOnline is also trying to expand its customer acquisition
programs either through infomercial marketing or agreements with
similar, cost saving-oriented buyers clubs.  Through the end of
2002, the Company estimates it will need approximately $1 million
to fulfill its business plan, which includes expanding its
customer acquisition programs.  Of course, there can be no
guarantee that this additional financing will be available, or
available with acceptable terms or in required amounts to allow
the Company to achieve profitable operations.

The Company's current ratio at September 30, 2001 remained
virtually unchanged (0.34:1, as compared to 0.35:1) as at the end
of 2000.  Major components of working capital that changed during
the first nine months 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 September 30, 2001, the Company had borrowed the
maximum amount available based on eligible accounts receivable at
that time, which amounted to $463,865.

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<PAGE>

As of July 1, 2001, the Company reached an agreement to extend
the maturity date of the outstanding $1,050,000 note payable to
September 1, 2002.  Under the terms of the agreement, the Company
will issue to the note holder 50,000 shares of common stock at
maturity, unless the Company prepays the amount before maturity.
In that event, the number of shares issuable would increase to
100,000.  In addition, the note holder has been granted an option
to convert the note or a portion thereof into shares of common
stock at a rate of $2.50 per share.

Beginning in October 2001 through November 13, 2001, the  Company
entered into loan agreements with several individuals aggregating
$725,000.   Under the terms of the agreements, funds were  loaned
to  the  Company to be used either in conjunction with  acquiring
new  customers  from an unaffiliated buyers club or  for  working
capital.  The loans have a stated interest rate of 12%,  and  are
to   be  repaid  using  a  portion  of  collected  revenues  from
specifically-designated  new or existing  customers.   After  all
principal and interest is repaid, the note holder will  retain  a
10%  commission  for  as  long as the specific  customers  remain
active  BuyersOnline  members.  In  addition,  each  note  holder
received  a  warrant  to purchase shares of common  stock  at  an
exercise price of $2.50 per share.  The amount of warrants issued
equaled  25%  of the note proceeds, and the warrants will  expire
after  one  year.   The  Company  is  pursuing  additional   loan
opportunities  with additional individuals under  similar  terms.
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.


                   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 in 1999 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

                              13
<PAGE>

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 has filed a general denial answer and
has asserted affirmative defenses, including breach of contract,
failure of consideration, and other issues.  The Company has also
filed a counter claim and has pled for damages based upon the
plaintiff's failure under the above-described contract.  The
Company believes that Profitec's claims are without merit and
intends to defend the action and pursue its claims against Profitec
as it deems appropriate.


Item 2.  CHANGES IN SECURITES AND USE OF PROCEEDS

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 were paid through the issuance
of 294,215 shares of common stock to the holders of the preferred
stock on August 21, 2001.

On July 6, 2001, the Company issued 10,000 shares to Theodore
Stern, an officer and director of the Company in consideration of
a note payable in the amount of $100,000.  The shares were issued
at $1.10 per share, which was the fair market value at the date
of issuance for a total value of $11,000.  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 July 18, 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 $0.85 per share, which was
the fair market value at the date of issuance for a total value
of $12,750.  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 August 7, 2001, the Company issued 10,500 shares to Theodore
Stern in consideration of him granting a guaranty to RFC Capital
Corporation on behalf of BuyersOnline in connection with the
Company's account receivable financing arrangement.  The shares
were issued at $0.95 per share, which was the fair market value
at the date of issuance for a total value of $9,975.  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 August 30, 2001, the Company issued 27,500 shares to Theodore
Stern in consideration of a note payable in the amount of
$275,000.  The shares were issued at $0.80 per share, which was
the fair market value at the date of issuance for a total value
of $22,000.  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 September 5, 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 $0.85 per share, which
was the fair market value at the date of issuance for a total
value of $8,500.  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 September 17, 2001, the Company issued 25,000 shares to
Theodore Stern in consideration of him granting a guaranty to a
telecommunications vendor on behalf of the Company in connection
with a new volume pricing arrangement.  The shares were issued at
$0.70 per share, which was the fair market value

                              14
<PAGE>

at the date of issuance for a total value of $17,500.  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 September 19, 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 $0.68 per share, which
was the fair market value at the date of issuance for a total
value of $6,800.  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 5.  OTHER INFORMATION

On October 31, 2001, the stockholders approved an amendment to
the Company's Certificate of Incorporation, changing the name of
the Company to "Buyers United, Inc."  The name change will be
effective on November 20, 2001.  On that date the trading symbol
for common stock on the OTC Bulletin Board will be "BYRS."


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 September 30, 2001.

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.

                                        BUYERSONLINE.COM, INC.


Date:   November 13, 2001               By: /s/ G. Douglas Smith
                                            Vice President


Date:  November 13, 2001                By: /s/ Paul Jarman
                                            Treasurer