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

                                   FORM 10-QSB

       Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                  For the Quarterly period ended March 31, 2001

                        Commission file number 000-28339

                        ALMOST COUNTRY PRODUCTIONS, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

              NEVADA                               84-1398342
              ------                               ----------
      (State of Incorporation)                   (IRS Employer
                                               Identification No.)

          170 South Main Street, Suite 1050 Salt Lake City, Utah 84101
          ------------------------------------------------------------
                    (Address of principal executive offices)

              7050 Union Park Center, Suite 600, Midvale, UT 84047
              ----------------------------------------------------
                (Former address of principal executive offices)

                                 (801) 536-5000
                                 --------------
               (Registrant's telephone number including area code)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 [X] Yes [ ] No

         State the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

          Class                              Outstanding as of April 30, 2001
      Common Stock                                    21,121,100

<PAGE>

                          PART 1- FINANCIAL INFORMATION

Item 1.  Financial Statements.

                        ALMOST COUNTRY PRODUCTIONS, INC.
                          (A Development Stage Company)

                         UNAUDITED FINANCIAL STATEMENTS
                                 March 31, 2001

                                    CONTENTS

         -        Unaudited Consolidated Condensed Balance
                  Sheets, March 31, 2001 and Septeber 30, 2000

         -        Unaudited Consolidated Condensed Statements of
                  Operations, for the three and six months ended
                  March 31, 2001 and 2000 and from inception on
                  September 1, 2000 through March 31, 2001.

         -        Unaudited Consolidated Condensed Statements of
                  Cash Flows, for the six months ended March 31,
                  2001 and from inception on September 1, 2000
                  through March 31, 2001.

         -        Notes to Unaudited Consolidated Condensed
                  Financial Statements

Item 2.  Management's Discussion and Analysis and Plan of Operation.

                                        2
<PAGE>
<TABLE>
<CAPTION>
                        Almost Country Productions, Inc.
                          (A Development Stage Company)

                    UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS

                                     ASSETS

                                                                                       March 31,       September 30,
                                                                                          2001             2000
                                                                                     --------------   ---------------
<S>                                                                                 <C>              <C>
CURRENT ASSETS
    Cash                                                                            $       49,610   $           635
    Accounts receivable, no allowance deemed necessary                                      33,441                 -
                                                                                     --------------   ---------------
             Total current assets                                                           83,051               635

PROPERTY AND Equipment, at cost, net                                                       119,514            34,328

Other assets                                                                                15,422             9,231
                                                                                     --------------   ---------------
                                                                                    $      217,987   $        44,194
                                                                                     ==============   ===============


                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES
    Trade accounts payable                                                          $       53,715   $        26,159
    Current maturities of capital leases                                                    23,427             6,360
                                                                                     --------------   ---------------
             Total current liabilities                                                      77,142            32,519

LONG-TERM LIABILITIES
    Capital lease obligations, less current maturities                                      41,930            15,996

COMMITMENTS AND CONTINGENCIES                                                                    -                 -

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $0.001 par value; 50,000,000 shares authorized,
      21,121,100 issued and outstanding at March 31, 2001                                   21,121            10,000
    Additional paid-in capital                                                           2,386,991         2,495,500
    Stock subscriptions receivable                                                      (1,730,500)       (2,455,500)
    Receivable from officers                                                               (29,600)                -
    Deficit accumulated during the development stage                                      (549,097)          (54,321)
                                                                                     --------------   ---------------
             Total stockholders' equity (deficit)                                           98,915            (4,321)
                                                                                     --------------   ---------------
                                                                                    $      217,987   $        44,194
                                                                                     ==============   ===============
</TABLE>
           The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                        Almost Country Productions, Inc.
                          (A Development Stage Company)

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                      For the three months ended March 31,

                                                                                               Three months ended
                                                                                                   March 31,
                                                                                          ----------------------------
                                                                                              2001           2000
                                                                                          -------------  -------------
                                                                                                           (Note E)
<S>                                                                                      <C>            <C>
Revenue                                                                                  $      82,742  $           -
                                                                                          -------------  -------------
Operating expenses
    Salaries                                                                                   185,621              -
    Marketing                                                                                   12,910              -
    Technology development and website design                                                    6,426              -
    Other                                                                                       44,628              -
    Photography services                                                                        32,306              -
    Consulting services                                                                         35,500              -
    Employee benefits                                                                           14,806              -
    Rent                                                                                        13,848              -
    Depreciation and amortization                                                               10,399              -
    Travel                                                                                      11,483              -
                                                                                          -------------  -------------
                                                                                              (367,927)             -
                                                                                          -------------  -------------
             Operating loss                                                                   (285,185)             -

Other expense - interest                                                                         2,373              -
                                                                                          -------------  -------------
             Loss before income taxes                                                         (287,558)             -

Income taxes                                                                                         -              -
                                                                                          -------------  -------------
             NET LOSS                                                                    $    (287,558) $           -
                                                                                          =============  =============
Loss per common share
    Basic                                                                                $       (0.01  $           -
    Diluted                                                                                      (0.01)             -

Weighted-average common and dilutive common
   equivalent shares outstanding
    Basic                                                                                   21,121,100              -
    Diluted                                                                                 21,121,100              -
</TABLE>
           The accompanying notes are an integral part of these statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>
                        Almost Country Productions, Inc.
                          (A Development Stage Company)

            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                                                                                                From
                                                                                                             inception on
                                                                                                             September 1,
                                                                               For the six months ended          2000
                                                                                      March 31,                 through
                                                                             ----------------------------      March 31,
                                                                                  2001           2000            2001
                                                                             --------------  ------------   ---------------
                                                                                               (Note E)
<S>                                                                         <C>             <C>            <C>
Revenue                                                                     $     136,925   $         -    $      145,925
                                                                             --------------  ------------   ---------------
Operating expenses
    Salaries                                                                      348,181             -           393,650
    Marketing                                                                      49,739             -            54,739
    Technology development and website design                                      34,142             -            35,142
    Other                                                                          64,254             -            71,082
    Photography services                                                           57,083             -            57,083
    Consulting services                                                            59,500             -            59,500
    Employee benefits                                                              25,070             -            25,070
    Rent                                                                           18,464             -            23,080
    Depreciation and amortization                                                  18,330             -            18,737
    Travel                                                                         16,821             -            16,822
                                                                             --------------  ------------   ---------------
                                                                                  691,584             -           754,905
                                                                             --------------  ------------   ---------------
             Operating loss                                                      (554,659)            -          (608,980)

Other expense - interest                                                            3,905             -             3,905
                                                                             --------------  ------------   ---------------
             Loss before income taxes                                            (558,564)            -          (612,885)

Income taxes                                                                            -             -                 -
                                                                             --------------  ------------   ---------------

             NET LOSS                                                       $    (558,564)  $         -    $     (612,885)
                                                                             ==============  ============   ===============

Loss per common share
    Basic                                                                   $       (0.03)  $         -    $        (0.03)
    Diluted                                                                         (0.03)            -             (0.03)

Weighted-average common and dilutive common
   equivalent shares outstanding
    Basic                                                                      21,121,100             -        21,121,100
    Diluted                                                                    21,121,100             -        21,121,100
</TABLE>
        The accompanying notes are an integral part of these statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>
                        Almost Country Productions, Inc.
                          (A Development Stage Company)

               UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

                                                                                                              From
                                                                                                          inception on
                                                                                                          September 1,
                                                                                                              2000

                                                                          For the six months ended           through
                                                                                 March 31,                  March 31,
                                                                            2001             2000             2001
                                                                      ---------------   --------------   ---------------
                                                                                           (Note E)
<S>                                                                  <C>               <C>              <C>
Increase (decrease) in cash
    Cash flows from operating activities
       Net loss                                                      $   (558,564)     $             -  $      (612,885)
       Adjustments to reconcile net loss to net cash
         used in operating activities
             Depreciation and amortization                                 18,330                    -           18,737
             Changes in assets and liabilities
                Accounts receivable                                       (33,441)                   -          (33,441)
                Other assets                                               (6,191)                   -          (15,422)
                Trade accounts payable                                     27,556                    -           53,715
                                                                      ---------------   --------------   ---------------
                  Total adjustments                                         6,254                    -           23,589
                                                                      ---------------   --------------   ---------------
                  Net cash used in
                    operating activities                                 (552,310)                   -         (589,296)
                                                                      ---------------   --------------   ---------------
    Net cash flows used in investing activities -
       Purchase of property and equipment                                 (51,262)                   -          (61,212)
                                                                      ---------------   --------------   ---------------
    Cash flows from financing activities
       Net payment received on common stock subscriptions                 691,400                    -          741,400
       Principal payments on capital lease obligations                     (9,253)                   -          (11,682)
       Increase in notes receivable from officers                         (29,600)                   -          (29,600)
                                                                      ---------------   --------------   ---------------
                  Net cash provided by
                    financing activities                                  652,547                    -          700,118
                                                                      ---------------   --------------   ---------------
                  Net increase in cash                                     48,975                    -           49,610
Cash at beginning of period                                                   635                    -                -
                                                                      ---------------   --------------   ---------------
Cash at end of period                                                $     49,610      $             -  $        49,610
                                                                      ===============   ==============   ===============

Supplemental disclosures of cash flow information
    Cash paid during the period for
       Interest                                                      $      3,905      $           -    $       3,905
       Income taxes                                                             -                  -                -

Noncash investing and financing activities
    Capital  lease  obligations  of  $52,254  for  equipment  acquisitions  were
    incurred  during the period ended March 31, 2001 and $77,039 from  inception
    through March 31, 2001.

</TABLE>
           The accompanying notes are an integral part of these statements.

                                       6
<PAGE>

                        Almost Country Productions, Inc.
                          (A Development Stage Company)

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

NOTE A - ACCOUNTING POLICIES

The  consolidated  financial  statements for the interim periods ended March 31,
2001 have been prepared in accordance with the accounting  policies described in
the Company's Form 10-KSB.

In the  opinion of  management,  all  adjustments  (which  includes  only normal
recurring  adjustments)  necessary to present fairly the financial position, and
results of operations and cash flows for the interim periods have been made.

NOTE B - UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying  unaudited condensed financial statements have been prepared by
the Company in accordance with accounting  principles  generally accepted in the
United States of America for interim financial reporting and the instructions to
Form 10-QSB. Accordingly,  certain information and footnote disclosures normally
included in financial statements prepared under accounting  principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such  instructions.  This  report on Form 10-QSB for the three and six months
ended March 31, 2001 and 2000 should be read in  conjunction  with the Company's
annual report on Form 10-KSB for the fiscal year ended  September 30, 2000.  The
results of operations for the three and six months ended March 31, 2001, may not
be indicative of the results that may be expected for the year ending  September
30, 2001.

NOTE C - BUSINESS ACTIVITY

Almost Country Productions,  Inc. (the Company) is a Nevada corporation On March
15, 2001 the Company acquired Real Estate Federation, Inc. (Note E).

NOTE D - NET EARNINGS (LOSS) PER SHARE

Basic earnings  (loss) per common share (BEPS) is based on the  weighted-average
number of common  shares  outstanding  during  each  period.  The Company had no
common  equivalent  shares  with a dilutive  effect  for any  period  presented,
therefore  basic and diluted loss per share are the same. The 20,500,000  shares
issued in connection with the reverse  acquisition  (Note E) are reflected as if
outstanding at the beginning of each period presented.

                                       7
<PAGE>

NOTE E - RECAPITALIZATION

On March 15, 2001, the Company acquired Real Estate  Federation,  Inc., a Nevada
Corporation.  The combination of Real Estate Federation, Inc. and Almost Country
Productions,  Inc.  was  recorded  as a reverse  acquisition  of Almost  Country
Productions, Inc. with Almost Country Productions Inc., being the legal acquirer
and Real Estate  Federation,  Inc.  being the accounting  acquirer.  Real Estate
Federation, Inc., was founded on September 1, 2000, therefore, no information is
presented for the comparative  three month and six periods ended March 31, 2000.
After the  reverse  acquisition  there is  21,121,100  shares  of  common  stock
outstanding  with  approximately 97 percent of those shares being held by former
stockholders of Real Estate Federation, Inc.

NOTE F - CONTINGENCIES

The Company has  employment  agreements  with  certain  officers of the Company.
Salaries covered by these agreements total $400,000 annually over the next three
years.  The agreements  also include total bonuses of $550,000 in the first year
to $750,000  annually and stock option clauses upon meeting  specified  business
objectives and time requirements.

The Company entered into subscription  agreements  totaling  $2,505,500 of which
$775,000 was received during the period  September 1, 2000  (inception)  through
March 31, 2001,  resulting in net cash to the Company of $741,400.  The original
agreement,  representing  $2,500,000 of the total, was receivable by the Company
based on the following schedule:

               $    50,000    At execution of agreement
               $    50,000    September 30, 2000
               $   150,000    October 30, 2000
               $   150,000    On the last day of each month, thereafter until
                                the full subscription price has been paid

The investor may suspend payments under the agreement in the event that by March
31, 2001, and at all times thereafter the Company has not achieved, and does not
continue to achieve  monthly net revenues equal to 35 percent of the monthly net
revenues set forth in the Company's business plan.

Under the  agreement  the  investor is entitled to receive a business  brokerage
commission  in  consideration  of its services in locating  businesses  with the
capacity to fund the Company's  business plan. The commission shall be an amount
equal to five percent of the first million  dollars,  four percent of the second
million,  three percent of the third million,  two percent of the fourth million
and one percent of all amounts thereafter.

                                       8
<PAGE>

NOTE G - GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting  principles which contemplate  continuation of the
Company as a going concern.  However,  the Company has incurred losses since its
inception and has not yet been successful in establishing profitable operations.
These  factors  raise  substantial  doubt  about the  ability of the  Company to
continue as a going  concern.  In this regard,  management is proposing to raise
any necessary  additional funds not provided by its planned  operations  through
loans  and/or  through  additional  sales of its  common  stock.  The  financial
statements do not include any adjustments  that might result from the outcome of
these uncertainties.

                                       9
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following  discussion and analysis  should be read in  conjunction  with the
information set forth in the consolidated financial statements and notes thereto
included elsewhere herein.

On March 15, 2001, Almost Country Productions,  Inc. (the "Company") completed a
Stock Purchase Agreement between the Company and the shareholders of Real Estate
Federation,  Inc.  ("REF"),  a Utah  corporation,  under  the terms of which the
Company  acquired all of the issued and  outstanding  shares of REF, in exchange
for the issuance of a total of 20,500,000 shares to the REF  shareholders.  This
transaction  resulted in the REF shareholders in the aggregate owning 97% of all
of the issued and outstanding  shares of stock of the Company giving them voting
control of the Company. The Company became the legal survivor and REF became the
accounting  survivor.  Therefore,  the  financial  statements  presented  herein
represent  the  operations  of REF from  inception on  September 1, 2000.  It is
anticipated  that  the  name of the  Company  will  be  changed  to Real  Estate
Federation, Inc. at the next shareholders meeting.

REF, a development  stage Company,  was formed to develop,  market and manage an
Internet based referral system for the residential real estate industry.  REF is
a start-up operation,  and has incurred  substantial  expenses in developing its
business  plan.  REF also owns 100% of Xvariant,  Inc.,  a service  company that
provides web design, web development, and supporting web services to clients and
prospective customers of REF. Total revenues from inception are $146,000.

The Company has  incurred  expenses  to date of  $759,000  including  $55,000 of
marketing expenses and the remainder in general and administrative expenses.

Plan of Operation

The Company has entered into  subscription  agreements for its restricted common
stock  totaling  $2,500,000.  Through  March 31, 2001 the  company has  received
$775,000.  The Company is using these funds to develop its marketing plan, which
has  included  participating  in trade  shows and  direct  marketing  as well as
traveling to meet one-on-one with real estate brokers. The Company will continue
to develop and implement new methods of introducing its products and services to
the real estate  industry.  The Company has recently  hired a vice  president of
sales to assist in selling to real estate executives.

                                       10
<PAGE>

                           PART II- OTHER INFORMATION

Item 1.  Legal Proceedings.

         None

Item 2.  Changes in Securities and use of Proceeds.

         The  registrant  issued  20,500,000  shares  pursuant to the terms of a
Stock Purchase Agreement  described in Form 8-K filed March 15, 2001. The shares
were exempt from registration  pursuant to Section 4(2) of the Securities Act of
1933.

Item 3.  Defaults Upon Senior Securities.

         None

Item 4.  Submission of Matters to Vote of Security Holders.

         None

Item 5.  Other Information.

         None

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

         On March  15,  2001  the  registrant  filed  Form  8-K  describing  the
transaction in which the registrant  acquired all of the issued and  outstanding
shares of stock of Real Estate Federation, Inc., a Utah corporation.

                                       11
<PAGE>

                                   SIGNATURES

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

                                         ALMOST COUNTRY PRODUCTIONS, INC.


Date: May 31, 2001                       By /s/ Thomas E. Wright
                                            -----------------------------------
                                            President, Chief Executive Officer
                                            and Director

                                       12