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 March 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




There were 8,731,518 shares of common stock, $0.001 par value, outstanding as of
May 9, 2003.




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











<PAGE>



                                     ONECAP
                                   FORM 10-QSB




                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION


<TABLE>
<CAPTION>

Item 1.    Financial Statements

<S>                                                                                                                <C>
                                                                                                                   Page

           Condensed Consolidated Balance Sheets - March 31, 2003 (Unaudited)
            and June 30, 2002                                                                                      2

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

           Condensed Consolidated Statements of Operations for the Nine Months Ended March
              31, 2003 and 2002 (Unaudited)                                                                        4

           Condensed Consolidated Statements of Changes in Stockholders' Equity for the Nine Months Ended
              March 31, 2003 (Unaudited) and for the Year Ended June 30, 2002                                      5

           Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31,
              2003 and 2002 (Unaudited)                                                                            6

           Notes to Condensed Consolidated Financial Statements For the Nine Months Ended
              March 2003 and 2002 (Unaudited)                                                                      8

Item 2.    Management's Discussion and Analysis or Plan of Operation                                               16

Item 3.    Controls and Procedures                                                                                 19

                           PART II - OTHER INFORMATION


Item 6.    Exhibits and Reports on Form 8-K                                                                        20

Signatures                                                                                                         21
</TABLE>



<PAGE>






                                     PART I

Item 1.         Financial Statements

                                     ONECAP
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        MARCH 31, 2003 AND JUNE 30, 2002
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                       As of                 As of
                                                                                   March 31, 2003        June 30, 2002
ASSETS
                                                                                --------------------- ---------------------
Current assets:
<S>                                                                             <C>                   <C>
Cash                                                                            $          5,024,838  $            445,016
Restricted cash (Note 2)                                                                     150,000                    --
Accounts receivable (net of allowance for doubtful accounts of $-0-)                         123,729                75,885
Notes and loans receivable, current portion (Note 4)                                       1,647,804                 8,385
Notes and loans receivable, related parties, current portion (Note 3)                        790,622               269,056
Income tax receivable                                                                        178,100               130,500
Prepaid expenses and other current assets                                                     63,372
                                                                                                                    18,782
                                                                                --------------------- ---------------------
Total current assets                                                                       7,978,465               947,624
Notes and loans receivable, net current portion (Note 4)                                     195,000               170,000
Notes receivable, related parties net current portion (Note 3)                                49,000               265,917
Land held for development (Notes 5 and 8)                                                  1,793,311             1,658,757
Investments                                                                                  200,000
                                                                                                                         0
Property and equipment (Notes 6 and 8)                                                    29,392,694             6,712,150
Other assets                                                                                 336,022                61,039
                                                                                --------------------- ---------------------
Total assets                                                                    $         39,944,492  $          9,815,487
                                                                                ===================== =====================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other liabilities (Note 7)                                 $          1,461,391  $            326,315
Notes payable, current portion (Note 8)                                                    9,255,774             7,607,799
                                                                                --------------------- ---------------------
Total current liabilities                                                                 10,717,165             7,934,114
Notes payable, net current portion (Note 8)                                               26,380,453                 9,497
Deferred income tax payable                                                                       --                 9,700
                                                                                --------------------- ---------------------
Total liabilities                                                                         37,097,618             7,953,311
                                                                                --------------------- ---------------------
Commitments and contingencies (Note 10)                                                           --                    --
Minority interest (Note 11)                                                                1,896,870               449,751
                                                                                --------------------- ---------------------
Stockholders' equity (Note 12):
Preferred stock, $.001 par value; 5,000,000 shares authorized,                                    --                    --
    No shares issued and outstanding
Common stock, $.001 par value; 20,000,000 shares authorized,                                   8,732                 8,771
    8,731,518 and 8,770,418 shares issued and outstanding
Additional paid-in capital                                                                   596,518               596,518
Retained earnings                                                                            407,850               845,550
                                                                                --------------------- ---------------------
                                                                                           1,013,100             1,450,839
Less treasury stock - 80,100 and 41,200 shares at cost                                      (63,096)              (38,414)
                                                                                --------------------- ---------------------
Total stockholders' equity                                                                   950,004             1,412,425
                                                                                --------------------- ---------------------
Total liabilities and stockholders' equity                                      $         39,944,492  $          9,815,487
                                                                                ===================== =====================
</TABLE>





                      The Notes to Financial Statements are
                     an integral part of these statements.

                                       2

<PAGE>


                                     ONECAP
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                Three months ended March 31
                                                                              2003                        2002
                                                                    -------------------------   -------------------------

Revenues:
<S>                                                                 <C>                         <C>
Loan fees and commission revenue                                    $                387,882    $                180,483
Loan fees and commission revenue, related parties (Note 3)                            59,660                     237,135
Service fee revenue  (Note 3)                                                          9,562                      12,998
Rental revenue                                                                     1,020,044                          --
                                                                    -------------------------   -------------------------
                                                                                   1,477,148                     430,616
                                                                    -------------------------   -------------------------
Expenses:
Commission expense                                                                   161,845                     109,391
Rental expenses                                                                      394,028                          --
General and administrative expenses (Note 3)                                         653,387                     413,006
                                                                    -------------------------   -------------------------
                                                                    -------------------------   -------------------------
                                                                                   1,209,260                     522,397
                                                                    -------------------------   -------------------------
Income (loss) from operations                                                        267,888                    (91,781)
Other income (expense):
Interest and other income (Note 3)                                                     4,610                      21,657
Interest expense (Note 9)                                                          (626,749)                     (2,160)
Depreciation and amortization                                                       (94,881)                    (11,451)
                                                                    -------------------------   -------------------------
Net loss before income taxes and minority interest                                 (449,132)                    (83,735)
Minority Interest (Note 11)                                                               --                         --
                                                                    -------------------------   -------------------------
Net loss before income taxes                                                       (449,132)                    (83,735)
                                                                    -------------------------   -------------------------
Income tax expense:
           Current federal                                                          (37,800)                    (27,100)
           Deferred federal                                                         (68,100)                          --
                                                                    -------------------------   -------------------------
                                                                                   (105,900)                    (27,100)
                                                                    -------------------------   -------------------------
Net loss                                                            $              (343,232)    $               (56,635)
                                                                    =========================   =========================
Loss per common share                                               $                (0.039)    $                (0.006)
                                                                    =========================   =========================
Weighted average number of common shares outstanding                               8,731,518                   8,811,618
                                                                    =========================   =========================
</TABLE>



                      The Notes to Financial Statements are
                     an integral part of these statements.

                                       3
<PAGE>


                                     ONECAP
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                     Nine months ended March 31
                                                                                  2003                        2002
                                                                        -------------------------   -------------------------

Revenues:
<S>                                                                     <C>                         <C>
Loan fees and commission revenue                                        $              1,317,336    $                807,824
Loan fees and commission revenue, related parties (Note 3)                               416,995                     910,724
Service fee revenue  (Note 3)                                                             34,816                      13,398
Rental revenue                                                                         1,734,415                          --
                                                                        -------------------------   -------------------------
                                                                                       3,503,562                   1,731,946
                                                                        -------------------------   -------------------------
Expenses:
Commission expense                                                                       508,977                     437,142
Rental expenses                                                                          743,423                          --
General and administrative expenses (Note 3)                                           1,727,405                   1,245,559
                                                                        -------------------------   -------------------------
                                                                                       2,979,805                   1,682,701
                                                                        -------------------------   -------------------------
Income from operations                                                                   523,757                      49,245
Other income (expense):
Interest and other income (Note 3)                                                        96,069                      77,223
Interest expense (Note 9)                                                               (988,090)                     (6,740)
Depreciation and amortization                                                           (216,736)                    (32,441)
                                                                        -------------------------   -------------------------
Net (loss) income before income taxes and minority interest                             (585,000)                     87,287
Minority Interest (Note 11)                                                                  --                           --
                                                                        -------------------------   -------------------------
Net (loss) income before income taxes                                                   (585,000)                     87,287
                                                                        -------------------------   -------------------------
Income tax expense (benefit):
           Current federal                                                               (79,200)                     30,400
           Deferred federal                                                              (68,100)                         --
                                                                        -------------------------   -------------------------
                                                                                        (147,300)                     30,400
                                                                        -------------------------   -------------------------
Net (loss) income                                                       $               (437,700)   $                 56,887
                                                                        =========================   =========================
(Loss) earnings per common share                                        $                 (0.050)   $                  0.006
                                                                        =========================   =========================
Weighted average number of common shares outstanding                                   8,747,368                   8,811,618
                                                                        =========================   =========================
</TABLE>


                      The Notes to Financial Statements are
                     an integral part of these statements.

                                       5

<PAGE>



                                     ONECAP
                  CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
                             IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                    FOR THE NINE MONTHS ENDED MARCH 31, 2003
                      AND FOR THE YEAR ENDED JUNE 30, 2002


<TABLE>
<CAPTION>
                                    Common Stock                   Additional     Retained        Treasury Stock      Stockholders'
                                                                    Paid-in        earnings                               Equity
                                                                    capital
                                   --------------------------
                                     Shares          Amount
                                   -------------  --------------  ------------ ------------------  ----------------  ---------------
<S>                                <C>            <C>             <C>          <C>                 <C>               <C>
Balance, June 30, 2001               8,811,618    $    8,812      $   596,518  $       932,417     $         --      $    1,537,747
Purchase of treasury stock            (41,200)          (41)               --               --         (38,414)            (38,455)
Net income for the year ended               --            --               --         (86,867)               --            (86,867)
June 30, 2002
                                   -------------  --------------  -------------------------------  ----------------  ---------------
                                   -------------  --------------  -------------------------------  ----------------  ---------------
Balance, June 30, 2002               8,770,418         8,771          596,518          845,550         (38,414)           1,412,425
Purchase of treasury stock            (38,900)          (39)               --               --         (24,682)            (24,721)
Net loss for the nine months ended          --            --               --        (437,700)               --           (437,700)
March 31 2003
                                   -------------  --------------  ------------ ------------------  ----------------  ---------------
Balance, March 31, 2003              8,731,518    $    8,732      $   596,518         $407,850     $   (63,096)      $      950,004
                                   =============  ==============  ============ ==================  ================  ===============
</TABLE>





                      The Notes to Financial Statements are
                     an integral part of these statements.

                                       5

<PAGE>


                                     ONECAP
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                         Nine months ended
                                                                        ----------------------------------------------------
                                                                             March 31, 2003             March 31, 2002
                                                                        -------------------------  -------------------------
Cash flows from operating activities:
<S>                                                                     <C>                        <C>
  Net (loss) income                                                     $              (437,700)   $                 56,887
Changes to net (loss) income not requiring cash outlay:
    Depreciation and amortization                                                        216,736                     32,441
Changes in:
    Accounts receivable                                                                 (47,844)                   (56,429)
    Other assets                                                                       (184,983)                        707
     Prepaid expense                                                                    (44,590)                         --
    Accounts payable and other liabilities                                             1,135,076                     47,840
    Income tax receivable                                                               (47,600)                   (68,500)
    Income tax payable                                                                       --                   (362,929)
    Deferred taxes                                                                      (99,700)                        --
                                                                        -------------------------  -------------------------
Net cash provided by (used in) operating activities                                      489,395                  (349,983)
                                                                        -------------------------  -------------------------
Cash flows from investing activities:
    Additions to property and equipment                                                (254,202)                   (32,109)
    Increase in land held for investment                                               (134,554)                  (413,828)
    Investments in limited liability companies                                         (200,000)                  (225,000)
    Increase in notes and loans receivable                                           (1,664,419)                  (178,386)
    Increase in notes and loans receivable, related parties                            (304,649)                   (71,892)
                                                                        -------------------------  -------------------------
  Net cash used in investing activities                                              (2,557,824)                  (921,215)
                                                                        -------------------------  -------------------------
Cash flows from financing activities:
    Increase in minority interest                                                            --                     450,000
    Increase in restricted cash                                                        (150,000)                         --
    Net proceeds from (payments on) notes payable                                      6,822,972                   (36,663)
    Purchase of Treasury stock                                                          (24,721)                        --
                                                                        -------------------------  -------------------------
  Net cash provided by financing activities                                            6,648,251                    413,337
                                                                        -------------------------  -------------------------
  Net increase (decrease) in cash                                                      4,579,822                  (857,861)
Cash at beginning of period                                                              445,016                  1,282,491
                                                                        -------------------------  -------------------------
Cash at end of period                                                   $              5,024,838   $                424,630
                                                                        =========================  =========================
Supplemental disclosure of cash flow information:
    Cash paid for interest expense (net of amounts capitalized)         $                902,994   $                  6,740
                                                                        =========================  =========================
    Cash paid for income taxes                                          $                     --   $                461,829
                                                                        =========================  =========================
</TABLE>

Schedule of non-cash investing and financing activities:
  During the nine months ended March 31, 2003 and 2002, the Company financed
the purchase of property as follows:
<TABLE>
<CAPTION>
                                                                  2003                        2002
                                                              -------------              ---------------
<S>                                                           <C>                        <C>
      Rental property                                         $  22,643,078                          --
      Land held for development                                          --              $    1,280,664
      Note payable                                              (22,643,078)                 (1,280,664)
                                                              -------------              ---------------
                                                              $          --              $           --
</TABLE>

   During the nine months ended March 31, 2003 a member of Pacific Hilltop 2,
LLC converted their note payable to equity as follows:

      Note payable           $ 1,447.119
      Minority interest       (1,447,119)
                             ------------
                             $        --
                      The Notes to Financial Statements are
                     an integral part of these statements.

                                       6
<PAGE>





                                     ONECAP
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002

1. Basis of presentation:

      As permitted by the Securities and Exchange Commission under Rule 10-01 of
      Regulation S-X, the accompanying financial statements and notes have been
      condensed and, therefore, do not contain all disclosures required by
      generally accepted accounting principles. For additional disclosures,
      refer to the Annual Report on Form 10-KSB of the Company for the year
      ended June 30, 2002 ("Fiscal 2002").

      In the opinion of the Company, the accompanying unaudited financial
      statements contain all adjustments, consisting only of normal recurring
      adjustments, necessary for a fair presentation of the results for the
      interim periods.

      Earnings per share:

      The computations of basic earnings per common share are based on the
      weighted average number of common shares outstanding. The computations of
      diluted earnings per share are based on the weighted average number of
      common shares and common share equivalents outstanding. Stock purchase
      options outstanding and exercisable at or below the market price are
      considered common share equivalents. For the periods presented, there were
      no common share equivalents. At March 31, 2003, and 2002, all of the
      510,000 and 374,500, respectively, of stock options were excluded from the
      computation of diluted earnings per share because they were antidilutive.

      Results of the interim periods are not necessarily indicative of those to
be expected for the full year.

2.    Restricted Cash:

      The Company maintains restricted cash as required by the lender on
      commercial rental property. The Company must maintain a minimum of
      $150,000. The funds are held at Wachovia Bank, and in the event of sale or
      refinance of the property the funds including accrued interest will be
      refunded to Company.

3.    Related party transactions:

      a.   Notes and loans receivable, related parties:

           As of March 31, 2003 and June 30, 2002, notes and loans receivable,
related parties consisted of the following:

<TABLE>
<CAPTION>
                                                                             March 31, 2003                 June 30, 2002
                                                                      -----------------------------  ----------------------------
<S>                                                                   <C>                            <C>
Note receivable from Pacific Properties and Development,  LLC, a      $                    118,582   $                 479,036
company owned by the majority  stockholder,  unsecured,  bearing
interest at 12% per annum,  with principal and interest payments
of $66,700 due quarterly, scheduled to mature in July, 2003.
</TABLE>

                                       7

<PAGE>



                                     ONECAP
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002

3.         Related party transactions (continued):

<TABLE>
<CAPTION>
                                                                             March 31, 2003                 June 30, 2002
                                                                      -----------------------------  ----------------------------

<S>                                                                   <C>                            <C>
Note receivable from Pacific Properties and Development,  LLC, a                             6,290                      16,712
company owned by the majority stockholder,  secured by furniture
and equipment,  bearing interest at 10.5% per annum with monthly
principal and interest  payments of $1,235,  scheduled to mature
in August, 2003.

Note  receivable  from Chateau  Flamingo,  in which the majority                           625,000                          --
stockholder has an ownership interest.  The note is secured by a
partnership  interest,  bearing  interest at 16%.  Interest only
payments  due  monthly,  schedule  to mature  April  2004,  with
expected assignment by December 2003.

Note receivable from Copyright Media of Nevada,  a company owned
by  the  majority   stockholder   and  an  officer,   unsecured,                            49,000                          --
non-interest bearing, due upon demand.

Note receivable from Pacific Properties and Development,  LLC, a                                --                      20,234
company owned by the majority  stockholder,  unsecured,  bearing
interest  at 14% per annum,  with  interest  only  payments  due
monthly.

Commission   advances   to   real   estate   agent,   unsecured,                            40,750                      18,991
non-interest bearing, due upon closings of sales transactions
                                                                      -----------------------------  --------------------------
                                                                                           839,622                     534,973
Less current portion                                                                       790,622                     269,056
                                                                      -----------------------------  --------------------------
                                                                      $                     49,000   $                 265,917
                                                                      =============================  ==========================
</TABLE>

        The Company recognized interest income from notes and loans receivable,
        related parties totaling $33,082 and $55,495 during the nine months
        ended March 31, 2003 and 2002, respectively.

b.      Investment and rental property:

        In June 2002, the Company exchanged its 25% interest in MF
        Devco-Carlsbad, LLC for a 99% interest in Pacific Stonegate, LLC. The
        non-monetary exchange was done with Pacific Properties and Development,
        LLC, a company owned by the majority stockholder.

        The principal business activity of MF Devco-Carlsbad, LLC is to acquire,
        develop, operate and sell a parcel of real property in Carlsbad,
        California. Pacific Stonegate Nevada, LLC owns and operates 172 units in
        an apartment complex in Southern Nevada. The Company recorded the
        acquired assets based upon the cost basis of the assets surrendered. No
        gain or loss was reported.

                                       8

<PAGE>

                                     ONECAP
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002

3.    Related party transactions (continued):

           In January 2003 Harbors V V LLC, purchased rental property from
           Pacific Stonegate NV, LLC and assumed the existing loan. The gain
           recognized of $338,819 was eliminated in consolidated financial
           statements. OneCap owned 100% of Harbors V V, LLC, and 99% of Pacific
           Stonegate NV, LLC at the time of the transaction.

      c.   Revenues:

           A significant portion of the Company's revenues 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 nine months ended March 31, 2003, four transactions
           accounted for 58% of gross revenues from related parties.

      d.   Office space:

             The Company subleased office space to Pacific Properties and
           Development, LLC, a company owned by the majority stockholder. The
           sublease commenced August 1, 2000 and expired February 28, 2003.
           During the nine months ended March 31, 2003 and 2002, the Company
           received $75,085 and $97,512 under the sub-lease. The lease was not
           renewed.

        e.   Service fee revenue:

           During the nine months ended March 31, 2003, the Company serviced
           loans for companies under common control. OneCap earned $34,816 in
           fees from servicing the loans during the nine months ended March 31,
           2003.

4.    Notes and loans receivable:

      As of March 31, 2003 and June 30, 2002, notes and loans receivable
consisted of the following:

<TABLE>
<CAPTION>
                                                                                             March 31, 2003     June 30, 2002
                                                                                            -----------------  ----------------
<S>                                                                                         <C>                <C>
  Notes  receivable  from PCTV Homes,  unsecured,  non-interest  bearing,  written-off in   $             --   $         8,385
  March 2003.
  Notes  receivable  from Cyan Fire,  secured by a trust deed,  bearing  interest at 12%.          1,114,500                --
  Scheduled to be assigned by December 2003.
  Notes receivable from  Generations,  secured by a trust deed,  bearing interest at 20%,            320,000                --
  with 10% paid  current  and 10% paid at  maturity.  Scheduled  to mature in April 2005.
  Assigned in April 2003.
  Notes  receivable  from  D'nal,  secured  by a trust  deed,  bearing  interest  at 12%.            200,000                --
  Scheduled to be assigned by December 2003.
  Note receivable from Cyberlux  Corporation,  secured by assets of the company,  bearing            195,000           170,000
  interest at 18% per annum,  with the greater of  interest  only or 5% of gross  revenue
  due monthly.  Scheduled to mature in June 2003.  The note has a conversion  feature for
  common stock of Cyberlux.
  Other
                                                                                                      13,304                --
                                                                                            -----------------  ----------------
                                                                                                   1,842,804           178,385
  Less current portion                                                                             1,647,804             8,385
                                                                                            -----------------  ----------------
                                                                                            $        195,000   $       170,000
                                                                                            =================  ================
</TABLE>


                                       9

<PAGE>

                                     ONECAP
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002

5.    Land held for development:

      Land held for development as of March 31, 2003 and June 30, 2002, consists
      of 3.92 acres of real property in Henderson, Nevada. Pacific Hilltop 2,
      LLC is planning on developing the land and building commercial rental
      property.

   6.   Property and equipment:

        Property and equipment at March 31, 2003 and June 30, 2002 consisted of
the following:

<TABLE>
<CAPTION>
                                                                                     March 31, 2003            June 30, 2002
                                                                               --------------------------- -----------------------
<S>                                                                            <C>                         <C>
Land                                                                           $               15,750,000  $              850,000
Rental properties, buildings and improvements (Pacific Harbors & Walgreen's)                   13,506,400               5,855,157
Computer equipment                                                                                 57,899                  47,121
Computer software                                                                                  10,066                   5,950
Furniture and equipment                                                                           175,121                 174,733
Leasehold improvements                                                                             34,757                  34,757
                                                                               --------------------------- -----------------------
                                                                                               29,534,243               6,967,718
Less accumulated depreciation                                                                     141,549                 255,568
                                                                               --------------------------- -----------------------
                                                                               $               29,392,694  $            6,712,150
                                                                               =========================== =======================
</TABLE>

      Depreciation expense for the nine months ended March 31, 2003 and 2002 was
$216,736 and $32,441, respectively.

7.    Accounts payable and other liabilities:

      Accounts payable and other liabilities as of March 31, 2003 and June 30,
2002 consisted of the following:

<TABLE>
<CAPTION>
                                                                                 March 31, 2003             June 30, 2002
                                                                           --------------------------- ------------------------

<S>                                                                        <C>                         <C>
    Operating accounts payable                                             $                   468,128 $               191,750
       Due to Pacific Harbors investors                                                        137,666                      --
       Due to investor for buyout on Stonegate                                                 392,388                      --
       Unearned revenue                                                                        297,500                      --
       Accrued interest                                                                         85,096                      --
    Tenant security deposits                                                                    24,742                  32,863
    Prepaid rent from tenants                                                                   17,159                  21,319
    Accrued payroll and commissions                                                             38,712                  80,383
                                                                           --------------------------- ------------------------
                                                                           $                 1,461,391 $               326,315
                                                                           =========================== ========================
</TABLE>



                                       10
<PAGE>


                                     ONECAP
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002

8.    Notes payable:

      Notes payable as of March 31, 2003 and June 30, 2002 consisted of the
following:

<TABLE>
<CAPTION>
                                                                                        March 31, 2003          June 30, 2002
                                                                                   -------------------- ------------------------

<S>                                                                                <C>                  <C>
Note payable to a bank,  secured by first trust deed and  assignment  of rents on  $          6,191,399 $          6,230,528
Pacific  Harbors,  bearing interest at 9% per annum,  with monthly  principal and
interest  payments of $48,700,  originally  scheduled  to mature in March,  2003.
The majority stockholder has personally guaranteed the note. The note was
refinanced in April 2003, as disclosed in note 15.

Note  payable  to a bank,  secured  by  first  trust  deed on  commercial  rental          20,573,984                     --
property,  bearing  interest  at 6.50% per  annum,  with  monthly  principal  and
interest payments of $144,427, scheduled to mature in December, 2012.

Note payable to a Private Family Trust, non-secured,  bearing interest at 14% per            3,847,626                    --
annum,  originally  scheduled to mature in January,  2003, extended to a month to
month, due upon demand.

Note payable to various  individuals  and trusts,  bearing  interest at 16%, with             2,000,000                   --
interest only payments due monthly.  Scheduled to mature January 2004.

Note payable to various  individuals  and trusts,  bearing  interest at 15%, with             3,000,000                   --
interest only payments due monthly.  Scheduled to mature April 2004.

Note payable to the minority member of Pacific  Hilltop 2, LLC,  secured by land                     --            1,323,610
held for development,  bearing  interest at 8% per annum,  through July 4, 2002,
then 18% until converted to equity.  The minority member contributed the note as
equity in Pacific Hilltop 2 in October 2002.

Note payable to a bank,  secured by furniture and equipment,  bearing interest at                23,218               63,158
9.5% per  annum,  scheduled  to  mature in August  2003.  The note is  personally
guaranteed by the majority stockholder.
                                                                                   -------------------- ------------------------
                                                                                             35,636,227            7,617,296
Less current portion                                                                          9,255,774            7,607,799
                                                                                   -------------------- ------------------------
                                                                                   $         26,380,453 $              9,497
                                                                                   ==================== ========================
</TABLE>

9.    Interest expense:

      The Company capitalized interest as a component of land held for
      development. Total interest incurred during the nine months ended March
      31, 2003 and 2002 follows:

<TABLE>
<CAPTION>
                                                 March 31, 2003          March 31, 2002
                                             ----------------------- -----------------------
<S>                                          <C>                     <C>
        Interest charged to income           $              988,090  $                6,740
        Interest capitalized                                 18,947                      --
                                             ----------------------- -----------------------
                                             $            1,007,037  $                6,740
                                             ======================= =======================
</TABLE>


                                       11

<PAGE>


                                     ONECAP
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002

10.     Commitments and contingencies:

        Concentrations:

        In the normal course of business, the Company maintains cash at
financial institutions in excess of federally insured limits.

        Substantially all of the Company's operations are derived from the
        Southwestern region of the United States. Consequently, the Company's
        results of operations and financial condition are affected by general
        trends in the Southwestern States' economy and its commercial and
        residential real estate market.

        The Company leases apartment units primarily to individuals located in
        Las Vegas, Nevada. The terms of the leases generally require basic rent
        payments at the beginning of each month. Each tenant is also required to
        make a deposit at the inception of the lease. Credit risk associated
        with the lease agreements is limited to the amounts of rent receivable
        from tenants less security deposits.

        Employee benefit plan:

        The Company adopted a retirement savings plan for its employees under
        Section 401(k) of the Internal Revenue Code. The plan allows employees
        of the Company to defer up to the lesser of the Internal Revenue Code
        prescribed maximum amount or 15% of their income on a pre-tax basis
        through contributions to the plan. The Company matches 25% of eligible
        employees' contributions up to a maximum of 6% of their individual
        earnings.

        Stock option plan:

        On July 27, 2000, the Company adopted a stock option plan for a maximum
        of 1,250,000 shares of common stock. The Board of Directors has the
        authority to issue stock options, the terms of which including, without
        limitation, vesting periods and strike prices (but in no event can
        options be issued with a strike price less than 100% of current FMV of
        the stock price) may be fixed by the Board of Directors at its sole
        discretion. Through March 31, 2003, 510,000 of the stock options that
        have been granted are still outstanding and will be vested at 100% in
        twenty-four months from the grant date.

        Lease agreement:

        5440 W. Sahara, LLC, a wholly owned subsidiary, entered into a triple
        net lease agreement to rent a commercial office building in Las Vegas,
        Nevada, with an agreement that the Company may sublease the building.
        Under the lease, minimum monthly rental payments are $25,000 per month
        through March 2003, then $35,000 per month through September 2003, then
        $41,667 per month through the end of the lease in October 2007. OneCap
        occupies one floor of the three-story building. The Company subleases
        the other two floors.

        Option agreement:

        On October 7, 2002, the Company entered into on option agreement to
        acquire an office building in Las Vegas, Nevada for $5,300,000. The
        Company has funded $225,000 in option deposits of which $200,000 is
        refundable. The option agreement expires January 2004.


                                       12

<PAGE>



                                     ONECAP
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002


10.     Commitments and contingencies (continued):

        Note payable:

        As a condition of the exchange of investment interests between OneCap
        and Pacific Properties and Development LLC, a company owned by the
        majority stockholder, OneCap must negotiate with the current lender of
        Pacific Stonegate Nevada, LLC to remove Mr. Molasky as a personal
        guarantor or refinance the property. As of the report date, the Company
        has secured a new loan with the bank, as disclosed in note 15.

        Proceeds:

        Upon the sale of Pacific Stonegate Nevada, LLC, a prior owner of the
        rental property is entitled to receive 60% of the net cash proceeds. In
        February, 2003, proceeds totalling $442,388 were distributed to the
        prior owner.

        Lessors:

        An operating lease arose from the leasing of the Company's commercial
        land and building to a retail customer. The initial lease term is 20
        years. The Company became lessor on December 26, 2002, when the property
        was purchased.

11.     Minority interest:

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

12.     Stockholder's equity:

        Restricted shares of common stock:

        7,272,342 of the total shares of common stock outstanding as of March
31, 2003 are restricted.

        Preferred stock:

        The Board of Directors has the authority to issue the preferred stock,
        the terms of which (including, without limitation, dividend rates,
        conversion rights, voting rights, terms of redemption and liquidation
        preferences) may be fixed by the Board at its sole discretion. The
        holders of the Company's common stock will not be entitled to vote upon
        such matters. No shares of preferred stock of any series are outstanding
        and the Board of Directors has no present intention to issue any such
        shares. Shares of preferred stock issued in the future could have
        conversation rights, which may result in the issuance of additional
        shares of common stock, which could dilute the interest of the holders
        of common stock. Such shares could also have voting rights and
        liquidation preferences that are senior to the rights and preferences of
        the common stock. Additionally, such shares could have dividend,
        redemption or other restrictive provisions.

        Warrants and options:

        There are 510,000 options outstanding to acquire additional shares of
common stock.

                                       13


<PAGE>


                                     ONECAP
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2003 AND 2002


12.     Stockholder's equity (continued):

        Stock repurchase program:

        In March 2002, the Board of Directors authorized the repurchase of
        OneCap common stock. The Board authorized the use of funds up to
        $500,000. As of March 31, 2003, the Company has repurchased 80,100
        shares at a cost of $63,096.

        Stock option plan:

        In 2001, the Company's Board of Directors approved the creation of the
        OneCap 2000 Stock Option Plan which reserves 1,250,000 shares of the
        Company's common stock for issuance to employees, officers and directors
        of the Company and others who are involved in the continuing development
        and success of the Company or its subsidiaries. The options, under the
        plan, are granted at not less than 100% of the market value of the
        Company's common stock on the date of grant.

13.     Trust accounts:

        The Company manages certain trust assets including cash and receivables
        on behalf of investors. The cash is held at a financial institution, and
        the Company records and reconciles the receivables from borrowers. At
        March 31, 2003, the cash held in trust was $3,885,866, and the trust
        receivable was $0. The related trust liability was $3,885,866 at March
        31, 2003. The trust assets and liabilities are not recorded on the
        balance sheet of the Company at March 31, 2003.

14.     Loans serviced for others:

        The Company services loans for others, which are not shown on the
        balance sheets. The face amount of loans currently serviced at March 31,
        2003 approximated $33,286,855, and the face amount of all loans serviced
        to date is $45,047,950. The Company receives a servicing fee for the
        services rendered.

15.     Subsequent events:

        In April, 2003, Pacific Harbors V V, LLC refinanced the loan secured by
        its rental property. The new loan in the amount of $5,707,775, bears
        interest at prime + 1% with a 7.25% floor and is scheduled to mature in
        twelve months with two, six months extensions.



                                       14
<PAGE>


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

Cautionary Statement Concerning 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 our 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 basis (generally one- to three-year terms) to
property investors, developers, and owners.

The adverse consequences of war and the effects of terrorism have had a negative
effect on the U.S. economy. Further conflicts in the Middle East could
negatively impact our business. The recent outbreak of severe acute respiratory
syndrome, or SARS, which has had particular impact in China, Hong Kong, and
Singapore, could have a negative effect on our operations if it were to spread
more widely in North America.

Results of Operations

During the current quarter, OneCap produced 64 transactions with $16,907,286 in
transaction volume, compared to 52 transactions totaling $20,087,050 in
transaction volume during the same comparable quarter ended March 31, 2002.
Non-affiliated transactions accounted for 61 of the 64 transactions this quarter
and $12,738,286 of the total volume, compared to 44 of the 52 transactions and
$6,663,667 in volume in the comparable quarter last year, a 91% increase in
non-affiliated transaction volume. Affiliated transaction volume was lower this
quarter at three transactions totaling $4,169,000 in volume, compared to eight
transactions totaling $13,423,383 in volume during the same quarter last year.
Although the total transaction volume decreased due to smaller affiliated loan
revenue and commissions this quarter, the Company had an increase in volume and
revenue earned from non-affiliated business and the current quarterly average
revenue percentage increased 27% to 2.65% on the total volume, compared to 2.08%
on the total volume in the same period last year. During the quarter ended March
31, 2003, the Company focused its efforts to continue to support non-affiliated
transactions that provide higher revenue percentages on the same transactional
volume.

                                       15

<PAGE>


OneCap generated $1,477,148 in gross revenue for the quarter ended March 31,
2003, of which $387,882 was from core operations, $59,660 from related party
revenue related to commercial loan and realty transactions, $9,562 in service
fee revenue, and $1,020,044 in rental revenue. In the comparable quarter last
year, OneCap had $430,616 of gross revenue, of which $180,483 was from core
operations, $237,135 in related party revenue, and $12,998 in service fee
revenue. Total gross revenues for the current quarter were up by 243% including
related party revenue and rental income, and core operations were up 115%. Net
revenues after payment of commission and rental expense were $921,275 for the
current quarter, compared to $321,225 for the comparable quarter last year, a
187% increase. For the nine-month period ended March 31, 2003, OneCap generated
$3,503,562 in gross revenues, 102% increase, compared to $1,731,946 during the
comparable period ended March 31, 2002. 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 transaction volume from affiliated companies
this quarter. Gross revenue increased substantially through the addition of
rental revenue from the Stonegate apartment complex and the Walgreen's property
on the Las Vegas Strip.

General and Administrative expenses increased to $653,387 from $413,006 during
the quarters ended March 31, 2003 and 2002 respectively. Expenses increased
primarily due to growth and expansion of OneCap, increases in employees and
salaries, and higher marketing costs. For the nine months ended March 31, 2003
and 2002, General and Administrative expenses were $1,727,405 and $1,245,559
respectively, a 39% increase. Net loss after tax was $343,232 for the quarter
ended March 31, 2003 compared to $56,635 for the comparable quarter ended March
31, 2002. Loss per share was $0.039 for the quarter ended March 31, 2003
compared to $0.006 for the comparable quarter ended 2002. For the nine-month
period ended March 31, 2003, net loss after tax was $437,700 or $0.050 per share
as compared to net income of $56,887 or $0.006 per share in the comparable
period ended March 31, 2002.

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


<TABLE>
<CAPTION>
Related
                                                # of            Transaction          Average          Revenue
                                            Transactions          Volume            Revenue %         Earned
                                           ---------------    -------------------  ----------------   ----------------
<S>                                        <C>                <C>                  <C>                <C>
    Real Estate Commissions                       0                          0              0.00%              0

    Mortgage Brokerage                            3                  4,169,000              1.43%         59,660
                                           ---------------    -------------------                     ----------------

    Total Related                                 3                  4,169,000              1.43%         59,660




Non-Related
                                                # of            Transaction          Average          Revenue
                                            Transactions          Volume            Revenue %         Earned
                                           ---------------    -------------------  ----------------   ----------------
    Real Estate Commissions                      46                  7,562,467              3.03%        229,179

    Mortgage Brokerage                           15                  5,175,819              3.07%        158,703
                                           ---------------    -------------------                     ----------------

    Total Non-Related                            61                 12,738,286              3.05%        387,882

                  Total                          64                 16,907,286              2.65%     $  447,542
                                           ===============    ===================                     =================
</TABLE>


The following table summarizes the details of gross revenue earned, transaction
volume, and number of transactions by related and non-related sources of fees
and commissions for the comparable quarter last year, ended March 31, 2002.


                                       16

<PAGE>

<TABLE>
<CAPTION>
Related
                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
                                        ---------------    -------------------  ----------------   ----------------
<S>                                     <C>                <C>                  <C>                <C>
Real Estate Commissions                        1                    993,383              2.50%         24,835

Mortgage Brokerage                             7                 12,430,000              1.71%        212,300
                                        ---------------    -------------------                     ----------------

Total Related                                  8                 13,423,383              1.77%        237,135



Non-Related
                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
                                        ---------------    -------------------  ----------------   ----------------
Real Estate Commissions                       31                  5,044,897              2.83%        142,822

Mortgage Brokerage                            13                  1,618,770              2.33%         37,661
                                        ---------------    -------------------                     ----------------

Total Non-Related                             44                  6,663,667              2.71%        180,483

                  Total                       52                 20,087,050              2.08%     $  417,618
                                        ===============    ===================                     =================
</TABLE>


The following table summarizes the changes of gross revenue earned, transaction
volume, average % of revenue earned and number of transactions by related and
non-related sources of fees and commissions for the current and comparable
quarters, ended March 31, 2003 and 2002.



<TABLE>
<CAPTION>
Related
                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
                                        ---------------    -------------------  ----------------   ----------------
<S>                                     <C>                <C>                  <C>                <C>
Real Estate Commissions                       -1                  $-993,383             -2.50%       $-24,835

Mortgage Brokerage                            -4                $-8,261,000             -0.28%      $-152,640
                                        ---------------    -------------------                     ----------------

Total Related                                 -5                $-9,254,383             -0.34%      $-177,475


Non-Related
                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
                                        ---------------    -------------------  ----------------   ----------------
Real Estate Commissions                       +15               $+2,517,570             +0.20%      $ +86,357

Mortgage Brokerage                            +2                $+3,557,049             +0.74%      $ +121,042
                                        ---------------    -------------------                     ----------------

Total Non-Related                             +17               $+6,074,619             +0.34%     $ +207,399

                                Total         +12               $-3,179,764             +0.57%     $  +29,924
                                        ===============    ===================                     =================
</TABLE>



The rates and fees charged to existing customers during the quarter ending March
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
$1,020,044 earned during the quarter from the Stonegate apartments and the
Walgreen's property that the Company has an ownership interest in.

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:

                                       17
<PAGE>

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 March 31, 2003, the Company has funded over $45,000,000 to
date and is currently servicing over $33,000,000 in private trust deeds for more
than 100 investor clients, with an average annual rate earned of over 14% to
date. 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 March 31, 2003 is approximately $40,000,000.

Liquidity and Capital Resources

At March 31, 2003 the Company had cash of $5,024,838 and a working capital
deficit of $2,738,700 as compared with cash of $445,016 and a working capital
deficit of $6,986,490 at June 30, 2002. This deficit is created by certain
long-term company assets that are secured by short-term debt, scheduled to
mature during the next twelve months. The Company plans to either refinance
these loans during the next fiscal year, or sell the assets that secure these
loans. At March 31, 2003, the cash flows generated in operating activities of
the Company for the prior nine month period equaled $489,395 or 14% of the
Company's total revenue, compared to cash used in operations of $349,983 or 20%
during the comparable period in 2002. The Company believes that cash generated
from operations during the next fiscal year, collection of 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.


Significant Accounting Policies and Estimates

The Company's consolidated financial statements are prepared in conformity with
accounting principles generally accepted in the United States. Certain of the
Company's accounting policies, including the depreciable lives of its assets,
the recoverability of deferred tax assets, the allowance for doubtful accounts
receivable, the allowance for obsolete or slow moving inventories and the
estimated cash flows in assessing the recoverability of long-lived assets
require that management apply significant judgment in defining the appropriate
assumptions for calculating financial estimates. By their nature, these
judgments are subject to an inherent degree of uncertainty. Management's
judgments are based on their historical experience, terms of existing contracts,
observance of industry trends, information provided by or gathered from
customers and information available from other outside sources, as appropriate.
There can be no assurance that actual results will not differ from the
estimates. To provide an understanding of the methodology applied, the
significant accounting policies are discussed where appropriate in this
discussion and analysis and in the notes to the consolidated financial
statements.


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 a date within 90 days before the filing date of 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.


                                       18

<PAGE>



                                     PART II
                                OTHER INFORMATION

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**


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


99.2 Section 906 Certification under Sarbanes-Oxley Act of 2002


* 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.


(b)        Reports on Form 8-K

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


                                       19

<PAGE>



                                   SIGNATURES


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

                               OneCap


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

Date: May 15, 2003


                                  /s/ Tammy Hardcastle
                                 ---------------------------------------------
                                 Tammy Hardcastle, Treasurer (Acting Principal
                                 Accounting Officer)

Date: May 15, 2003




<PAGE>



                                 CERTIFICATIONS

I, Vincent W. Hesser certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-QSB of OneCap for the
     quarter ended March 31, 2003;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 15, 2003

                                        /s/ Vincent W. Hesser
                                        ---------------------------------
                                        Vincent W. Hesser
                                        Chief Executive Officer




<PAGE>


I, Tammy Hardcastle certify that:

1.   I have  reviewed  this  quarterly  report on Form  10-QSB of OneCap for the
     quarter ended March 31, 2003.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 15, 2003

                                        /s/ Tammy Hardcastle
                                        -----------------------------------
                                          Tammy Hardcastle
                                          Treasurer
                                          (Acting Principal Financial Officer)