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

                                FORM 10-QSB/A

      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 September 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

<PAGE>

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

               UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS

                                    ASSETS

                                                    March 31,   September 30,
                                                      2001          2000
                                                  ------------- -------------
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
                                                  ============= =============



       The accompanying notes are an integral part of these statements.

                                      2
<PAGE>


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

          UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
              For the three months ended March 31, 2001 and 2000


                                                        Three months ended
                                                             March 31,
                                                   ---------------------------
                                                         2001        2000
                                                   ------------- -------------
                                                                   (Note E)

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             -





       The accompanying notes are an integral part of these statements.
                                      3

<PAGE>


                       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 through
                                              March 31,          March 31,
                                          2001         2000      2001
                                     ------------- ------------- -------------
                                                     (Note E)

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





       The accompanying notes are an integral part of these statements.
                                      4
<PAGE>


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

          UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS


                                                                 From
                                                                 Inception on
                                                                 September 1,
                                        For the six months ended 2000 through
                                               March 31,         March 31,
                                           2001         2000     2001
                                       ------------ ------------ -------------
                                                       (Note E)
Increase (decrease in cash)
  Cash flows from operating activities
    Net loss                           $   (558,564) $        -  $   (612,885)
Adjustment 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.


       The accompanying notes are an integral part of these statements.
                                      5

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

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
     For the period September 1, 2000 (inception) through March 31, 2001


                                                                                   Deficit
                                                                                   accumulated
                                              Additional  Stock         Receivable during the
                           Common stock       paid-in     subscriptions from       development
                          Shares   Amount     capital     receivable    officers   stage       Total
                        ---------- ---------- ----------- ------------- ---------- ----------- -----------
<S>                     <C>        <C>        <C>         <C>           <C>        <C>         <C>
Balance at September 1,
 2000 (inception)               -  $       -  $        -  $          -  $       -  $        -  $        -

Issuance of common
 stock                  10,000,000    10,000   2,495,500    (2,505,500)         -           -           -

Payments received on
 common stock
 subscriptions                  -          -     (33,600)      775,000          -           -     741,400

Recapitalization        11,121,100    11,121     (74,909)            -          -      63,788           -


Advances to officers            -          -           -             -    (29,600)          -     (29,600)


Net loss for the period         -          -           -             -          -    (612,885)   (612,885)
                        ---------- ---------- ----------- ------------- ---------- ----------- -----------
Balance at
 March 31, 2001         21,121,100 $  21,121  $2,386,991  $ (1,730,500) $ (29,600) $ (549,097) $   98,915
                        ========== ========== =========== ============= ========== =========== ===========










         The accompanying notes are an integral part of this statement.

                                        6

</TABLE>
<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.

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

                                9
<PAGE>

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.

                    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.

                            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.

                                /s/ Thomas Wright
Date: June 29, 2001          By______________________________________
                                Thomas Wright
                                President, Chief Executive Officer and
                                Director



                                10