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

                                   FORM 10-QSB


(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                  For the quarterly period ended December 31, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                  For the transition period from _________ to _________


Commission File Number: 0-31369


                                     OneCap
        (Exact name of small business issuer as specified in its charter)


          Nevada                                       33-0611745
--------------------------------------     -----------------------------------
(State or other jurisdiction                 (IRS Employer Identification No.)
of incorporation or organization)

                5440 Sahara Ave., 3rd Floor, Las Vegas, NV 89146
                ------------------------------------------------
                    (Address of principal executive offices)

                    Issuer's telephone number: (702) 948-8800


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 past 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. Yes X No ___

There were 1,288,803 (post-reverse-split) shares of common stock, $0.001 par
value, outstanding as of February 10, 2004.


Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]



On November 20, 2003, the registrant declared a one-share-for-seven-shares
reverse stock split of its common stock effective December 29, 2003. Outstanding
common stock data in this report have been adjusted to reflect the reverse stock
split.






<PAGE>



                                     ONECAP
                                   FORM 10-QSB




                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

                                                                          Page

Item 1.  Financial Statements

         Consolidated Balance Sheets - December 31, 2003 (Unaudited)       2

         Consolidated Statements of Operations for the  Three
          Months Ended December 31, 2003 and 2002 (Unaudited)              3

         Consolidated Statements of Operations for the Six
          Months Ended December 31, 2003 and 2002 (Unaudited)              4

         Consolidated Statements of Changes in Stockholders' Equity for the
            Six Months Ended December 31, 2003 (Unaudited)                 5

         Consolidated Statements of Cash Flows for the Six Months Ended
            December 31, 2003 and 2002 (Unaudited)                         6

         Notes to Consolidated Financial Statements For the Six Months Ended
            December 31, 2003 and 2002 (Unaudited)                         8

Item 2.  Management's Discussion and Analysis or Plan of Operation         12

Item 3.  Controls and Procedures                                           16

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities                                             16

Item 4.  Submission of Matters to a Vote of Security Holders               16

Item 5.  Other Information                                                 17

Item 6.  Exhibits and Reports on Form 8-K                                  17

Signatures                                                                 18


                                       i
<PAGE>


                                     PART I

Item 1.       Financial Statements

                                     ONECAP
                           CONSOLIDATED BALANCE SHEETS
                                DECEMBER 31, 2003

<TABLE>
<CAPTION>
        ASSETS
<S>                                                                                                      <C>
Cash                                                                                                     $         1,574,880
Restricted cash                                                                                                      150,000
Accounts receivable (net of allowance of $8,385)                                                                     421,208
Notes and loans receivable - related party (Note 2)                                                                  179,333
Notes receivable (Note 4)                                                                                            200,000
Investment in mortgage loans on real estate (Note 5)                                                               7,026,929
Investment in loans                                                                                                        -
Real estate held for development and sale (Note 6)                                                                 1,819,907
Investments                                                                                                          279,972
Other assets                                                                                                         468,908
Property and equipment:
   Operating real property                                                                                        22,300,424
   Other property and equipment                                                                                      364,109
   Less accumulated depreciation                                                                                    (343,503)
                                                                                                         --------------------
      Net Property                                                                                                22,321,030
                                                                                                         --------------------

                                            Total assets                                                 $        34,442,167
                                                                                                         ====================




   LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and other liabilities                                                                   $           490,730
Income taxes payable                                                                                                 363,643
Notes payable (Note 7)                                                                                            28,832,106
                                                                                                         --------------------

                                            Total liabilities                                                     29,686,479
                                                                                                         --------------------

Commitments and contingencies                                                                                              -

Minority interest                                                                                                  1,896,870
                                                                                                         --------------------

Stockholders' equity
Preferred stock, $.001 par value; 10 million shares authorized,                                                            -
   no shares issued and outstanding
Common stock, $.001 par value; 50 million shares authorized,                                                           1,289
   1,288,803 shares issued and outstanding
Additional paid-in capital                                                                                           712,541
Retained earnings                                                                                                  2,208,164
Less treasury stock - 11,443 shares at cost                                                                          (63,176)
                                                                                                         --------------------

                                            Total stockholders' equity                                             2,858,818
                                                                                                         --------------------

                                            Total liabilities and stockholders' equity                   $        34,442,167
                                                                                                         ====================
</TABLE>


                 The accompanying Notes are an integral part of
                          these financial statements.

                                       2
<PAGE>

                                     ONECAP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2003, AND 2002
                                   (Unaudited)

OneCap
Consolidated Statements of Operations
For the three months ended December 31, 2003 and 2002
      (Unaudited)


<TABLE>
<CAPTION>
                                                                                      For the three months ended December 31,
                                                                                   -----------------------------------------------
                                                                                   2003                     2002
                                                                                   ----------------------   ----------------------
Revenues
<S>                                                                                <C>                      <C>
      Loan fees and commission revenue                                             $           1,582,186    $             588,253
      Loan fees and commission revenue - related parties                                          55,818                  273,035
      Service fee revenue                                                                         41,700                   10,396
      Rental revenue                                                                             603,882                  398,729
                                                                                   ----------------------   ----------------------
                Total revenues                                                                 2,283,586                1,270,413
                                                                                   ----------------------   ----------------------

Expenses
      Commission expense                                                                         198,966                  187,391
      Public relation and consulting expense                                                           -                        -
      Rental expenses                                                                             58,161                  217,666
      General and administrative expenses                                                        999,910                  521,631
      Depreciation and amortization                                                               64,628                   73,288
                                                                                   ----------------------   ----------------------
                Total expenses                                                                 1,321,665                  999,976
                                                                                   ----------------------   ----------------------

                Income  from operations                                                          961,921                  270,437

Other income (expense)
      Interest and other income                                                                  268,523                   44,335
      Interest expense                                                                          (669,728)                (199,977)
      Gain on sale of real estate (Note 9)                                                       707,894                        -
                                                                                   ----------------------   ----------------------
                Net income before income taxes and minority interest                           1,268,610                  114,795

Minority interest                                                                                      -                        -
                                                                                   ----------------------   ----------------------

                Net income before income taxes                                                 1,268,610                  114,795

Income tax expense (benefit)
      Current federal                                                                            190,643                   40,400
      Deferred federal                                                                           240,000                        -
                                                                                   ----------------------   ----------------------
                                                                                                 430,643                   40,400
                                                                                   ----------------------   ----------------------

Net income                                                                         $             837,967    $              74,395
                                                                                   ======================   ======================

Earnings per common share - basic and fully diluted                                $                0.65    $                0.06
                                                                                   ======================   ======================

Weighted average number of common shares outstanding - basic and fully diluted                 1,288,803                1,248,546
                                                                                   ======================   ======================
</TABLE>

                 The accompanying Notes are an integral part of
                          these financial statements.

                                       3

<PAGE>

                                     ONECAP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 2003, AND 2002
                                   (Unaudited)

OneCap
Consolidated Statements of Operations
For the six months ended December 31, 2003 and 2002
     (Unaudited)


<TABLE>
<CAPTION>
                                                                                      For the six months ended December 31,
                                                                                    ------------------------------------------
                                                                                    2003                  2002
                                                                                    --------------------  --------------------

Revenues
<S>                                                                                 <C>                   <C>
     Loan fees and commission revenue                                               $         2,644,623   $           929,454
     Loan fees and commission revenue - related parties                                         121,318               357,335
     Service fee revenue                                                                         52,641                25,254
     Rental revenue                                                                           1,148,765               714,371
                                                                                    --------------------  --------------------
                Total revenues                                                                3,967,347             2,026,414
                                                                                    --------------------  --------------------

Expenses
     Commission expense                                                                         415,355               347,132
     Public relation and consulting expense                                                           -                     -
     Rental expenses                                                                            114,461               349,395
     General and administrative expenses                                                      1,952,552             1,074,018
     Depreciation and amortization                                                              124,800               121,855
                                                                                    --------------------  --------------------
                Total expenses                                                                2,607,168             1,892,400
                                                                                    --------------------  --------------------

                Income from operations                                                        1,360,179               134,014

Other income (expense)
     Interest and other income                                                                  648,045                91,459
     Interest expense                                                                        (1,511,978)             (361,341)
     Gain on Sale of real estate (Note 9)                                                       707,894                     -

                                                                                    --------------------  --------------------
                Net income (loss) before income taxes and minority interest                   1,204,140              (135,868)

Minority interest                                                                                     -                     -
                                                                                    --------------------  --------------------

                Net income (loss) before income taxes                                         1,204,140              (135,868)

Income tax expense (benefit)
     Current federal                                                                            170,965               (41,400)
     Deferred federal                                                                           240,000                     -
                                                                                    --------------------  --------------------
                                                                                                410,965               (41,400)
                                                                                    --------------------  --------------------

Net income (loss)                                                                   $           793,175   $           (94,468)
                                                                                    ====================  ====================

Earnings (loss) per common share - basic and fully diluted                          $              0.62   $             (0.08)
                                                                                    ====================  ====================

Weighted average number of common shares outstanding - basic and fully diluted                1,288,803             1,250,732
                                                                                    ====================  ====================
</TABLE>


                 The accompanying Notes are an integral part of
                          these financial statements.
                                       4

<PAGE>


                                     ONECAP
                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                   FOR THE SIX MONTHS ENDED DECEMBER 31, 2003

OneCap
Consolidated Statements of Changes in Stockholders' Equity
For the six months ended December 31, 2003
(Unaudited)


<TABLE>
<CAPTION>
                                     Common Stock
                                    ---------------------------                 Additional                       Total
                                                                    Treasury     Paid-in        Retained     Stockholders'
                                      Shares        Amount           Stock       Capital        Earnings         Equity
                                    ------------ -------------- -------------- ------------- --------------- ---------------


<S>                                 <C>          <C>            <C>            <C>           <C>             <C>
Balance as of June 30, 2003           1,288,803  $       1,289  $     (63,176) $    704,808  $    1,414,989  $    2,065,643


Net gain for the six months                   -              -              -             -         793,175         793,175
                                    ------------ -------------- -------------- ------------- --------------- ---------------
ended December 31, 2003

Balance as of December 31, 2003       1,288,803  $       1,289  $     (63,176) $    704,808  $    2,208,164  $    2,858,818
                                 =============== ============== ============== ============= =============== ===============
</TABLE>



                 The accompanying Notes are an integral part of
                          these financial statements.

                                       5
<PAGE>



                                     ONECAP
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002


OneCap
Consolidated Statements of Cash Flows
For the six months ended December 31, 2003 and 2002
     (Unaudited)

<TABLE>
<CAPTION>
                                                                                        For the six months ended December 31,
                                                                                    ----------------------------------------------
                                                                                    2003                    2002
                                                                                    ----------------------  ----------------------

Cash flows from operating activities:
<S>                                                                                 <C>                      <C>
     Net income (loss)                                                              $             793,175    $            (98,166)
     Adjustments to reconcile net income (loss) to
     net cash used by operating activities:
        Depreciation and amortization                                                             124,800                 121,855
        Gain on sale                                                                             (707,894)                      -
        Changes in operating assets and liabilities:
            Accounts receivable                                                                   (86,616)               (253,248)
            Other assets                                                                          (13,684)                 26,411
            Prepaid expense                                                                       (21,570)               (135,606)
            Accounts payable and other liabilities                                               (449,499)                130,975
            Income tax receivable                                                                (183,790)                (41,400)
            Income tax payable                                                                     73,604                       -
                                                                                    ----------------------  ----------------------
                       Net cash provided (used) by operating activities                          (471,474)               (249,179)
                                                                                    ----------------------  ----------------------

Cash flows from investing activities:
     Purchase of property                                                                         (67,121)             (2,427,370)
     Proceeds of real estate sale                                                                 707,894                       -
     Purchase of real estate held for development and sale                                        (22,040)               (136,212)
     Increase in option deposits                                                                        -                (225,000)
     Return(purchase) of investments                                                               21,025                (100,467)
     Increase in notes receivable                                                                  (5,000)             (2,700,001)
     Decrease in investment in mortgage loans on real estate                                    6,741,652                       -
     Decrease in notes and loans receivable - related party                                       120,039                 314,177
                                                                                    ----------------------  ----------------------
                       Net cash provided (used) by investing activities                         7,496,449              (5,274,873)
                                                                                    ----------------------  ----------------------

Cash flows from financing activities:
     Increase in minority interest                                                                      -               2,000,409
     Net proceeds from notes payable                                                                    -               3,682,922
     Purchase of treasury stock                                                                         -                 (24,721)
     Payments on notes payable                                                                 (9,509,279)                      -
                                                                                    ----------------------  ----------------------
                       Net cash (used) provided by financing activities                        (9,509,279)              5,658,610
                                                                                    ----------------------  ----------------------

                       Net (decrease) increase in cash                                         (2,484,304)                134,558
                       Cash at beginning of year                                                4,059,184                 445,016
                                                                                    ----------------------  ----------------------
                       Cash at end of year                                          $           1,574,880   $             579,574
                                                                                    ======================  ======================
</TABLE>


                 The accompanying Notes are an integral part of
                          these financial statements.

                                       6

<PAGE>

                                     ONECAP
                       SUPPLEMENTAL CASH FLOW INFORMATION


<TABLE>
<CAPTION>
Supplemental disclosure of cash flow information:
<S>                                                                                 <C>                     <C>
     Cash paid for interest expense                                                 $           1,511,978   $             361,341
                                                                                    ======================  ======================
     Cash paid for income taxes                                                     $             510,000   $                   -
                                                                                    ======================  ======================
</TABLE>



                 The accompanying Notes are an integral part of
                          these financial statements.
                                       7
<PAGE>


                                     ONECAP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 AND 2002
                                   (UNAUDITED)

NOTE 1 -- BASIC PRESENTATION:

The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
consolidated financial statements of the Company for the year ended June 30,
2003, and notes thereto included in the Company's Form 10-KSB/A. The Company
follows the same accounting policies in the preparation of consolidated interim
reports.

Results of operations for the interim periods are not indicative of annual
results.



NOTE 2 -- RELATED PARTY TRANSACTIONS

a. Notes and loans receivable:

     As of December 31, 2003, notes and loans receivable, related parties
consisted of the following:

<TABLE>
<CAPTION>
<S>                                                                               <C>
       Note receivable from Copyright Media of Nevada, a company owned by the
       majority stockholder and an officer, unsecured, non-interest bearing, due
       on demand.                                                                           105,160

       Onecap Partners, advances to manager of Onecap Real Estate Fund.                      37,056

       Commission advances to real estate agent, unsecured, non-interest bearing,
       due upon closings of sales transactions.                                              37,117
                                                                                  ------------------
                                                                                  ------------------
                                                                                  $         179,333
                                                                                  ==================
</TABLE>

     The Company recognized interest income from notes and loans receivable,
     related parties totaling $0 and $24,114 during the six months ended
     December 31, 2003 and 2002, respectively.

b.       Revenues

     A portion of the Company's revenue is derived from commercial loan closings
     and commissions from land sales for related entities in which the majority
     stockholder has an ownership interest. During the six months ended December
     31, 2003, five transactions totaled $121,318, or 3.06% of gross revenues
     from related parties. During the six months ended December 31, 2002, ten
     transactions totaled $357,335, or 17.6% of gross revenues from related
     parties.

c.       Office space

     The Company subleased office space to NevWest Securities, Inc., a Company
     stockholder and corporate consulting firm for the Company. The sublease
     commenced June 15, 2003, and expires June 14, 2008. During the six months
     ended December 31, 2003, the Company received $57,204 under the sublease.

                                       8
<PAGE>

     The Company subleased office space to Copyright Media of Nevada, a company
     owned by the Company's majority stockholder and an officer of the Company.
     The sublease commenced April 1, 2003, and expires September 30, 2007.
     During the six months ended December 31, 2003 and 2002, the Company
     received $17,472 and $-0-, respectively, under the sublease.

d. Service fee revenue

     During the six months ended December 31, 2003, the Company serviced loans
     for third party individuals and entities managed by a company owned by the
     Company's majority shareholder and an officer of the Company. The Company
     earned $52,641 and $25,254 in fees from servicing the loans during the six
     months ended December 31, 2003 and 2002, respectively.


NOTE 3 - ACCOUNTS RECEIVABLE

As of December 31, 2003, accounts receivable totaling $421,208 is net of
allowance for doubtful accounts of $8,385.

NOTE 4 - NOTES RECEIVABLE

The Company loaned to Cyberlux Corporation ("Cyberlux"), an unrelated
third-party corporation, $200,000 secured by the assets and stock of Cyberlux,
bearing interest at 18% per annum, with the greater of interest only or 5% of
gross revenue due monthly. The note contains a conversion feature for the
majority ownership of the common stock of Cyberlux. As of December 31, 2003, the
note was in default status. As of January 13, 2004 the note has been paid in
full.

NOTE 5 -- INVESTMENT IN MORTGAGE LOANS ON REAL ESTATE

Investment in mortgage loans on real estate consisted of the following as of
December 31, 2003:

<TABLE>
<CAPTION>

<S>                                                                             <C>
Note receivable from Cyan Fire, secured by a trust deed, bearing interest at
12%, payable in interest only installments of $25.00 per
month, due in March 2004.                                                       $             2,500

Notes receivable from Zion, secured by a trust deed, bearing interest at
12%, payable in interest only installments of $3,250.00 per month, due
in January 2005.                                                                            325,000

Notes receivable from Bubbles/Summerlin, secured by a trust deed, bearing
interest at 15%, payable in interest only installments of
$3,125.00 per month, due in July 2004.                                                      250,000

Notes receivable from McDonald Ranch pads 1,5,6, secured by a trust deed,
bearing interest at 12%, payable in interest only installments of
$282.75 per month, due in June 2004.                                                         28,275

Notes receivable from Black Mountain #2, secured by a trust deed, bearing
interest at 16%, payable in interest only installments of
$14,980.00 per month, due in November 2004.                                               1,123,500

Notes receivable from Parker, secured by a trust deed, bearing interest at
12.5%, payable in interest only installments of $787.50 per month,
due in August 2004.                                                                          75,600

Notes receivable from Merchant - La Cholla, secured by a trust deed, bearing
interest at 12.5%, payable in interest only installments of
$3,824.67 per month, due in January 2005.                                                   367,169

                                       9
<PAGE>

Notes receivable from South Shore, secured by a trust deed, bearing
interest at 13%, payable in interest only installments of $20,025.41 per
month, due in January 2005.                                                               1,848,500

Notes receivable from St. Thomas, secured by a trust deed, bearing interest at
14%, payable in interest only installments of $291.66 per
month, due in July 2004.                                                                     25,000

Note receivable from Paseo Verde, secured by a trust deed, bearing interest at
14.25%, payable in interest only payments of $35,403.94 per
month, due in December 2004.                                                              2,981,385
                                                                                ---------------------
                                                                                ---------------------

                                                                                $         7,026,929
                                                                                =====================
</TABLE>


NOTE 6 -- REAL ESTATE HELD FOR DEVELOPMENT AND SALE

Real estate held for development and sale as of December 31, 2003, consisted of
3.92 acres of undeveloped real property located in Henderson, Nevada.

The Company capitalized interest and other costs totaling $0 and $108,799 as a
component of real estate held for development and sale during the six months
ended December 31, 2003 and 2002, respectively.

NOTE 7 -- NOTES PAYABLE

Notes payable as of December 31, 2003, consisted of the following:

<TABLE>
<CAPTION>
<S>                                                                                  <C>
Note payable to a bank, secured by a first trust deed on commercial rental           $     20,289,480
property, bearing interest at 6.2% per annum, with monthly principal and interest
payments of $144,427, scheduled to mature in December 2012.  As of June 30, 2003,
the net book value of the underlying property totaled $22,347,996.

Note payable to a Private Family Trusts and individuals, unsecured, bearing
interest between 12-14% per annum, extended to a month-to-month basis, due upon
demand.                                                                                     6,542,626

Note payable to various individuals and trusts, bearing interest at 16% per
annum, with interest only payments due monthly. Scheduled to mature in January
2004, with a one-year extension option. As of June 30, 2003, the net book value
of the underlying property totaled $22,347,996. 2,000,000

                                                                                     -----------------
                                                                                     $     28,832,106
                                                                                     =================
</TABLE>

NOTE 8 -- LOANS SERVICED FOR OTHERS

The Company services loans for others, which are not shown on the balance sheet.
The face amount of loans currently serviced at December 31, 2003, approximated
$59,164,550. The Company receives a servicing fee for the services rendered.

NOTE 9 -- OTHER INCOME

The Company was a ten percent partner in an LLC which owed a large parcel of
land. The parcel was sold for $18,500,000 on October 1, 2003. The net gain on
the sale was $7,078,940, of which Onecap's ten percent portion was $707,894.


                                       10
<PAGE>



NOTE 10 -- MINORITY INTEREST

The consolidated financial statements include the accounts of Pacific Hilltop 2,
LLC ("Hilltop"). The Company has a 60% ownership interest in Hilltop. The
minority interest in the consolidated balance sheet consists of the remaining
ownership interests not owned by the Company.

NOTE 11 -- STOCKHOLDERS' EQUITY

In November 2003, the holders of a majority of outstanding common stock of the
Company approved, by written consent, an amendment to the Company's Certificate
of Incorporation. The amendment effectuated a one-share-for-seven-share reverse
stock split, and increased the authorized capital of the Company from 20,000,000
shares of common stock to 50,000,000 shares of common stock, and from 5,000,000
shares of preferred stock to 10,000,000 shares of preferred stock. The reverse
stock split became effective on December 29, 2003. All reference to common stock
has been reflected retroactive.



                                       11
<PAGE>


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


Forward-Looking Statements

This Quarterly Report contains forward-looking statements about our business,
financial condition and prospects that reflect our assumptions and beliefs based
on information currently available. We can give no assurance that the
expectations indicated by such forward-looking statements will be realized. If
any of our assumptions should prove incorrect, or if any of the risks and
uncertainties underlying such expectations should materialize, our actual
results may differ materially from those indicated by the forward-looking
statements.

The key factors that are not within our control and that may have a direct
bearing on operating results include, but are not limited to, acceptance of our
services, our ability to expand our customer base, our ability to raise capital
in the future, the retention of key employees, and changes in the regulation of
our industry.

There may be other risks and circumstances that we are unable to predict. When
used in this Quarterly Report, words such as "believes," "expects," "intends,"
"plans," "anticipates," "estimates" and similar expressions are intended to
identify forward- looking statements, although there may be certain
forward-looking statements not accompanied by such expressions. All
forward-looking statements are intended to be covered by the safe harbor created
by Section 21E of the Securities Exchange Act of 1934.

General

OneCap (or the "Company"), a Nevada corporation, was incorporated on June 7,
1999. The Company is a full service realty and mortgage company specializing in
both residential and commercial transactions. Our goal is to create a one-stop,
full-service real estate company that can coordinate and handle all types of
transactions from start to finish. We can assist clients in home sales, home
purchases, home mortgages, commercial property acquisitions, commercial property
dispositions, commercial financing, commercial leasing, and other related real
estate services. Our management team brings many years of experience in real
estate service to their clients.

The Company has expanded its scope to include real property investments through
a wholly owned subsidiary, OneCap Properties. The goal of OneCap Properties is
to capitalize on specific built, or to-be-built, investment opportunities in
real estate properties through value-added development, repositioning, or asset
appreciation. These properties may be wholly owned, owned in partnership, or
syndicated. The Company has also added a private client division, which is
focused on trust deed investments and other real estate related loans or
investments. The private client division pools private investor funds and loans
these funds on a short-term (generally one- to three-year terms) basis to
property investors, developers, and owners.

                              Results of Operations

Transaction Volume

During the quarter ended December 31, 2003, OneCap produced 90 transactions
totaling $71,112,684 in transaction volume, compared to 88 transactions totaling
$50,966,380 in transaction volume during the comparable quarter ended December
31, 2002. The Company participates in both "affiliated" and "non-affiliated"
transactions. Affiliated transactions are transactions involving a property in
which a majority shareholder or officer of the Company has a majority or
controlling interest. Non-affiliated transactions, on the other hand, are
transactions involving third parties rather than affiliates of the Company.

Non-affiliated transactions accounted for 88 of the 90 transactions and produced
$67,512,684 of the total volume during the quarter ended December 31, 2003,
compared to 82 of the 88 transactions and $21,816,380 in volume in the
comparable quarter last fiscal year, a 209% increase in non-affiliated
transaction volume. Affiliated transaction volume was lower during the quarter
ended December 31, 2003, with two transactions totaling $3,600,000 in volume,
compared to six transactions totaling $29,150,000 in volume during the same
quarter last fiscal year. The increase in non-affiliated transactions resulted
from an increase in new and repeat client business.



                                       12
<PAGE>

Revenues

During the six months ended December 31, 2003, the increased volume of
non-affiliated transactions resulted in an increase in revenue from mortgage
fees and realty commissions (our "Core Business"), and the average revenue
percentage increased during the period by 36% to 2.30% on the total volume,
compared to 1.69% on the total volume in the same period last fiscal year. For
the six-month period ended December 31, 2003, OneCap generated $3,967,347 in
gross revenues, a 96% increase, compared to $2,026,414 during the comparable
period ended December 31, 2002. During the quarter ended December 31, 2003, the
Company focused its efforts to continue to support non-affiliated transactions
that provide higher revenue percentages on the same transactional volume
compared to affiliated transactions. The increase in gross revenues resulted, at
least in part, from the Company's continuing efforts to increase its
non-affiliated transactions and grow the business.

OneCap generated $2,283,586 in gross revenue for the quarter ended December 31,
2003. Of this amount, $1,582,186 was produced by core operations, $55,818 from
related party commercial loan and realty transactions, $41,700 from service
fees, and $603,882 from rentals. In the comparable quarter of fiscal year 2002,
gross revenues totaled $1,270,413, of which $588,253 was from core operations,
$273,035 from related-party transactions, $10,396 from service fees, and
$398,729 from rentals. Total gross revenues for the quarter were up 80%
including related party revenue and rental income, and core operations were up
171%. The Company generated a larger amount of transactions for the quarter, and
a higher percentage of revenue earned on those transactions, and also had lower
revenue from substantially lower transaction volume from affiliated companies
this quarter. Gross revenue also increased through the addition of rental
revenue from the Walgreen property on the Las Vegas Strip.

Expenses

Commission expense increased slightly from $187,391 during the quarter ended
December 31, 2002, to $198,966 for the quarter ended December 31, 2003, due to
variable effect of commissions paid to agents based on the higher revenues
generated from real estate commissions.

General and administrative expenses increased during the quarter ended December
31, 2003 to $999,910 from $521,631 during the same quarter in fiscal year 2002.
For the six months ended December 31, 2003 and 2002, General and administrative
expenses were $1,952,552 and $1,074,018 respectively, an 82% increase during the
fiscal year 2003 period. Expenses increased primarily due to growth and
expansion, including increases in number of employees and corresponding
increases in salaries and related employee expenses, as well as higher marketing
costs during the quarter.

Interest and other income increased to $268,523 during the quarter ended
December 31, 2003, from $44,335 in the comparable quarter ended December 31,
2002, primarily due to a higher amount of investment revenue earned from notes
and mortgage investments. Interest expense increased substantially to $669,728
during the quarter, up from $199,977 in the comparable quarter during fiscal
year 2002. This increase was primarily due to higher balances of loans
outstanding from the Walgreen property, short-term notes, and rental property
payments.

Net income after tax increased to $837,967 for the quarter ended December 31,
2003, compared to net income of $74,395 for the quarter ended December 31, 2002.
Income per share was $0.09 for the quarter ended December 31, 2003, compared to
$0.01 for the comparable quarter in fiscal year 2002. For the six-month period
ended December 31, 2003, net income after tax was $793,175 or $0.09 per share,
as compared to a net loss of $94,468 or ($0.01) per share in the comparable
period ended December 31, 2002.

Summary Financial Tables

The table below summarizes the details of gross revenue, transaction volume, and
number of transactions by affiliated and non-affiliated sources of fees and
commissions for the quarter ended December 31, 2003.


                                       13
<PAGE>




<TABLE>
<CAPTION>
                                   Affiliated

                                             # Of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
<S>                                    <C>                <C>                <C>                <C>
Real Estate Commissions                        0                          0              0.00%              0
-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                             2                  3,600,000              1.55%         55,818
                                               -                  ---------                            ------
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Related                                  2                  3,600,000              1.55%         55,818
-------------------------------------- ------------------ ------------------ ------------------ --------------

                                 Non-Affiliated

                                             # Of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
Real Estate Commissions                       53                 29,585,867              1.29%        381,398
-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            35                 37,926,817              3.17%      1,200,788
                                              --                 ----------                         ---------
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Non-Related                             88                 67,512,684              2.34%      1,582,186
-------------------------------------- ------------------ ------------------ ------------------ --------------
                  Total                       90                 71,112,684              2.30%     $1,638,004
-------------------------------------- ------------------ ------------------ ------------------ --------------
</TABLE>



The following table summarizes the details of gross revenue, transaction volume,
and number of transactions by affiliated and non-affiliated sources of fees and
commissions for the quarter ended December 31, 2002.

<TABLE>
<CAPTION>
                                   Affiliated

                                             # Of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
<S>                                    <C>                <C>                <C>                <C>
Real Estate Commissions                        1                 21,900,000              0.38%         82,125
-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                             5                  7,250,000              2.63%        190,910
                                               -                  ---------                           -------
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Related                                  6                 29,150,000              0.94%        273,035
-------------------------------------- ------------------ ------------------ ------------------ --------------

                                 Non-Affiliated

                                             # Of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
Real Estate Commissions                       57                 15,566,833              2.52%        392,257
-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            25                  6,249,547              3.14%        195,996
                                              --                  ---------                           -------
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Non-Related                             82                 21,816,380              2.70%        588,253
-------------------------------------- ------------------ ------------------ ------------------ --------------
                  Total                       88                 50,966,380              1.69%     $  861,288
-------------------------------------- ------------------ ------------------ ------------------ --------------
</TABLE>


                                       14
<PAGE>

The following table summarizes the changes of gross revenue, transaction volume,
average percentage of revenue earned, and number of transactions by affiliated
and non-affiliated sources of fees and commissions for the quarters ended
December 31, 2003 and 2002.

<TABLE>
<CAPTION>
                                   Affiliated

                                             # Of            Transaction          Avenue           Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
<S>                                    <C>                <C>                <C>                <C>
Real Estate Commissions                       -1               $-21,900,000             -0.38%      $ -82,125
-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            -3                $-3,650,000             +1.17%      $-135,092
                                              --                 ----------                         ---------
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Related                                 -4               $-25,550,000             +0.61%      $-217,217
-------------------------------------- ------------------ ------------------ ------------------ --------------

                                 Non-Affiliated

                                             # Of            Transaction          Avenue            Revenue
                                         Transactions          Volume            Revenue %           Earned
-------------------------------------- ------------------ ------------------ ------------------ -----------------
Real Estate Commissions                       -4               $+14,019,034             -1.23%         $ -10,859
-------------------------------------- ------------------ ------------------ ------------------ -----------------
Mortgage Brokerage                            +10              $+31,677,270             +0.03%  $ +1,004,792
                                              ---               -----------                       ----------
-------------------------------------- ------------------ ------------------ ------------------ -----------------
Total Non-Related                             +6               $+45,696,304             -0.36%        $ +993,933
-------------------------------------- ------------------ ------------------ ------------------ -----------------
                                Total         +2               $+20,146,304             +0.61%         $+776,716
-------------------------------------- ------------------ ------------------ ------------------ -----------------
</TABLE>


The rates and fees charged to existing customers during the quarter ended
December 31, 2003, is expected to be similar by percentage in future periods,
ranging from 0.50% to 5.0%. Significant revenues generated included rental
revenue of $443,300 earned during the quarter from the Walgreen property in
which the Company has an ownership interest, and a $379,000 loan fee for
procurement of a $9.4 million land loan for a commercial property located in
Henderson, Nevada. The Company also earned $707,894 from the sale of land during
the quarter ended December 31, 2003.

                                 Future Business

During the next year, OneCap plans on expanding its client base to obtain
suitable revenue growth to consistently maintain each of its four divisions:
Commercial Realty, Commercial Financing, Residential Realty, and Residential
Financing. Currently, the Company maintains offices in Las Vegas, Nevada, and is
working on attracting new clients, expanding its business with existing clients,
obtaining new financing sources and financing products, and obtaining the
ability to provide services in other markets. The Company's goal is to focus its
efforts in each division into transactions that should provide enhanced revenue
yield on the future transaction volume.

The Company is also continuing operations related to private trust deed
investing in its Commercial Finance division. Through the Company's private
client services group, investors fund loans secured by real property or real
estate assets. The Company funds and services these loans on behalf of third
party clients and earns brokerage fees and servicing revenue in relation to
these loans. As of December 31, 2003, the Company has funded over $101,000,000
to date and is currently servicing over $59,000,000 in private trust deeds for
over 300 investor clients. The Company expects to expand this division and its
investor base during the next twelve months. The Company also expects to
continue to expand its asset base through future acquisitions and investments,
and expand its total assets, which as of December 31, 2003, was approximately
$34,000,000.

                         Liquidity and Capital Resources

At December 31, 2003 the Company had cash of $1,574,880. The Company believes
that cash generated from operations during the next fiscal year, collection of


                                       15
<PAGE>

account and notes receivable, or sale or refinance of long term assets will be
sufficient to provide for its capital operating requirements for at least the
next 12 months.

Due to the nature of the Company's operations, the Company anticipates that if
its business grows and the volume of transactions increases, additional revenues
will be generated through the expanded client base and operations of the Company
will increase to provide the capital required for the expanded business.

Item 3.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer
and Treasurer have reviewed and evaluated the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and
15d-14(c)) as of the end of the period covered by this quarterly report. Based
on that evaluation, they have concluded that our current disclosure controls and
procedures are effective in providing the material information required to be
disclosed in the reports we file or submit under the Exchange Act.

Changes in Internal Controls. There have been no significant changes in our
internal controls or in other factors that could significantly affect internal
controls subsequent to the date we carried out this evaluation.

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities

         In November 2003, the holders of a majority of the outstanding common
stock of the Company approved, by written consent, an amendment to the Company's
Certificate of Incorporation. The amendment effectuated a
one-share-for-seven-shares reverse stock split, and increased the authorized
capital of the Company from 20,000,000 shares of common stock to 50,000,000
shares of common stock, and from 5,000,000 shares of preferred stock to
10,000,000 shares of preferred stock. The reverse stock split became effective
on December 29, 2003.

         The Company provided notice of the corporate action by providing an
Information Statement on Schedule 14C, pursuant to Rule 14C-101, outlining the
specific terms of the amendments. The definitive Information Statement was filed
with the United States Securities and Exchange Commission on December 9, 2003.

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

         On November 14, 2003, the Company held its annual meeting of
shareholders at its corporate headquarters in Las Vegas, Nevada. The record date
for the meeting was October 1, 2003, at which time there were 9,021,618 shares
entitled to vote at the meeting.

The first matter voted upon at the meeting was the election of directors. The
following directors were elected:

<TABLE>
<CAPTION>
                                  Shares                Shares                 Shares
Director                          Voted in Favor        Voted Against          Abstaining
------------                      --------------        -------------          ----------
<S>                                 <C>                       <C>               <C>
Vincent W. Hesser                   8,382,126                 0                 0
Anthony Santos                      8,382,126                 0                 0
Dana Rogers                         8,381,126                 0                 1,000
</TABLE>

         The second matter voted upon at the meeting was the approval of
Beckstead & Watts, L.L.P., as the independent public accountants for the Company
for the fiscal years ending June 30, 2003 and 2004. The results of the voting
were 8,382,126 shares in favor, 0 shares against, and 0 shares withheld or
abstaining.

         Additionally, in November 2003, two of the Company's shareholders who
together own approximately eighty percent (80%) of the issued and outstanding
shares of the Company's common stock voted to approve an amendment to the
Company's Certificate of Incorporation. For details regarding the subject matter
of the amendment, see "Item 2. Changes in Securities" above.



                                       16
<PAGE>

Item 5.  Other Information

Copyright Media Transaction Update

         In our 2002 Annual Report, we disclosed that a registration statement
had been filed by Copyright Media Corporation ("Copyright Media"), an affiliated
company owned by the two major shareholders of OneCap, Steven Molasky and
Vincent Hesser. In November 2002, the Company had announced that it would
distribute 2,250,000 shares of Copyright Media (the "CM Shares") to OneCap
shareholders. On November 11, 2002, Copyright Media filed a registration
statement with the Securities and Exchange Commission (the "SEC") to register
the issuance of the CM Shares by OneCap.

         Upon effectiveness of the registration statement, Copyright Media was
to issue to OneCap 2,250,000 CM Shares in satisfaction of a loan from OneCap.
The Company would then issue the CM Shares to the Company's shareholders in a
share dividend distribution. We noted that the transaction could not occur
unless and until the registration statement was declared effective by the SEC.

         On December 5, 2003, Copyright Media withdrew its registration
statement from review by the SEC. The registration statement was not declared
effective prior to its withdrawal by Copyright Media.

         The Company anticipates that Copyright Media will issue approximately
1,600,000 shares of its common stock to the Company in a private placement
transaction in satisfaction of a loan of $80,000. The Company expects that upon
the closing of the private placement, Copyright Media will refile the
registration statement with the SEC.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

                      Exhibit
Number                Description


1.1  Placement Agent  Agreement with NevWest  Securities  Corporation,  July 16,
     2001**


3.1  Articles of Incorporation of the Company filed June 7, 1999*


3.2  By-Laws of the Company adopted June 7, 1999*


10.1 Sublease Agreement with Sierra Pacific Energy Corporation, July 9, 2000*


10.2 Sublease  Agreement with Pacific  Properties and  Development  LLC, July 9,
     2000**


10.3 Promissory  Note from Pacific  Properties  and  Development  LLC,  June 28,
     2001**


10.4 Promissory Note with Bank of America, August 28, 2000**


31.1 Certification of President


31.2 Certification of Chief Financial Officer


32   Section 906 Certification under Sarbanes-Oxley Act of 2002


99.1 Stock Option Plan adopted by the Board of Directors on July 27, 2000*


* Previously filed by the Company on Form 10-SB, filed with the Commission on
August 24, 2000, File No. 000-31369.

** Previously filed by the Company with its 2001 Annual Report on Form 10-KSB,
filed with the Commission on October 1, 2001.


                                       17
<PAGE>

(b) Reports on Form 8-K

         During the period covered by this report, the Company filed no reports
on Form 8-K.


                                   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.

                           OneCap


                           By:/s/ Vincent W. Hesser
                           Vincent W. Hesser, President and CEO
                           Principal Executive Officer

Date: February 13, 2004



                           By:/s/ Tammy Hardcastle
                           Tammy Hardcastle, Chief Financial Officer

Date: February 13, 2004





                                       18