UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      FORM 10-QSB (amended)
(Mark One)
[X]                           QUARTERLY REPORT PURSUANT TO
                             SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2000

Or

[  ]                          TRANSITION REPORT PURSUANT TO
                             SECTION 13 OR 15(d) OF THE
                             SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number:
                             OneCap
      (Exact name of registrant as specified in its charter)

            Nevada                          88-0429535
(State or other jurisdiction of  (I.R.S. Employer Identification
incorporation or organization)                 No.)

5450 W. Sahara Ave., 2nd Floor,               89146
         Las Vegas, NV                      (Zip Code)
(Address of principal executive
           offices)
                         (702) 948-8800
      (Registrant's telephone number, including area code)

                               N/A
 (Former name, former address and former fiscal year, if changed
                       since last report)

 Indicate by check mark whether the registrant (1) has filed all
   reports required to be filed by Section 13 or 15(d) of the
 Securities Exchange Act of 1934 during the preceding 12 months
 (or for such shorter period that the registrant was required to
   file such reports), and (2) has been subject to such filing
               requirements for the past 90 days.
                         Yes [X] No [ ]

  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                DURING THE PRECEDING FIVE YEARS:
   Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
 15(d) of the Securities Exchange Act of 1934 subsequent to the
  distribution of securities under a plan confirmed by a court.
                         Yes [ ] No [ ]

              APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
   classes of common stock, as of the latest practicable date:
                            8,811,618


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                             OneCap
                  (A Development Stage Company)


                        Table of Contents

                                                               Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets September 30, 2000 (Unaudited) and June 30,       4
2000

Statements of Income For The Three Months Ended September,       5
2000 and 1999 (Unaudited)

Statements of Changes in Stockholders' Equity For The Three      6
Months Ended September 30, 2000 and For The Year ended June
30, 2000 (Unaudited)

Statements of Cash Flows For The Three Months Ended September    7
30, 2000 and 1999 (Unaudited)

Notes to Financial Statements                                    8

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

PART II - OTHER INFORMATION

Item 6. Exhibits                                                13

SIGNATURES                                                      15


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                             OneCap

                      FINANCIAL STATEMENTS

                        FOR PERIOD ENDING

                       September 30, 2000


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OneCap

BALANCE SHEETS

SEPTEMBER 30, 2000 (UNAUDITED) AND JUNE 30, 2000

                                                  As of        As of
                                                September     June 30,
ASSETS                                           30, 2000       2000
                                               (Unaudited)
                                               ----------  ----------
Current assets:
   Cash                                        $  843,500  $  492,200
   Accounts receivable (net of allowance for
   doubtful accounts of $-0-)                      28,514       1,200
   Income tax receivable                                0       1,900
                                               ----------  ----------
           Total current assets                   872,014     495,300
Loan receivable, related party (Note 2)            38,002           0
Property and equipment (Notes 3 and 4)            101,124      31,300
Other assets (Note 5)                              19,759           0
                                               ----------  ----------
                                               $1,030,899  $  526,600
                                               ==========  ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and other liabilities      $   63,303  $  101,400

   Income tax payable                              62,780           0
   Note payable, current portion (Note 4)          45,350           0
                                               ----------  ----------
            Total current liabilities             171,433     101,400
                                               ----------  ----------
Note payable, net current portion (Note 4)         99,845          --
            Total liabilities                     271,278     101,400
                                               ----------  ----------
Commitments and contingencies (Note 6)                 --          --
Stockholders' equity (Note 7):
   Preferred stock, $.001 par value;                   --          --
5,000,000 shares authorized,
     No shares issued and outstanding
   Common stock, $.001 par value; 20,000,000        8,800       8,800
shares authorized,
     8,811,618 shares issued and outstanding
   Additional paid-in capital                     557,500     530,500
   Retained earnings                              193,321   (114,100)
                                               ----------  ----------
                                                  759,621     425,200
                                               ----------  ----------
                                               $1,030,899  $  526,600
                                               ==========  ==========


The Notes to Financial Statements are an integral part of this statement


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 OneCap

 STATEMENTS OF INCOME

 FOR THE THREE MONTHS ENDED SEPTEMBER, 2000 AND 1999
 (UNAUDITED)
                                                 Three months ended
                                                    September 30
                                                  2000        1999
                                               ----------  ----------
Revenues:
Loan fees and commission revenue               $1,488,200  $   42,172
Loan fees and commission revenue,                 164,850     104,046
related parties (Note 2)
Less commission expense                         (955,181)           0
                                               ----------  ----------
                                               $  697,869  $  146,218
                                               ----------  ----------
Expenses:
General and administrative expenses               328,559     109,134
(Note 2)
Depreciation and amortization expense               4,212       1,210
                                               ----------  ----------
                                                  332,771     110,344
                                               ----------  ----------
Income from operations                            365,098      35,874
Other income:
Interest income                                    10,288         492
Interest expense                                  (2,365)           0
                                               ----------  ----------
Net income before income taxes                    373,021      36,366
Income tax expense:
    Current federal                                65,600           0
    Deferred federal                                    0           0
                                               ----------  ----------
                                                   65,600          --
                                               ----------  ----------
Net income                                     $  307,421  $   36,366
                                               ==========  ==========
Earnings per common share                      $    0.035  $   363.66
                                               ==========  ==========
Weighted average number of common shares        8,811,618         100
outstanding                                    ==========  ==========


The Notes to Financial Statements are an integral part of this statement


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OneCap

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND
FOR THE YEAR ENDED JUNE 30, 2000
(UNAUDITED)


                          Common Stock     Additional  Retained  Stockholders'
                                            paid-in    earnings      Equity
                                            capital
                       -----------------
                         Shares   Amount
                       --------- --------  ---------- ----------  -----------
Balance, June 30, 1999       100 $     --  $  19,600     (1,000)  $   18,600

November 1, 1999,      6,937,400    6,900         --          --       6,900
issuance of shares

May, 2000 issuance of  1,874,118    1,900    402,900          --     404,800
shares

Services contributed          --       --    108,000          --     108,000
by stockholders

Net loss for the year         --       --         --   (113,100)   (113,100)
ended June 30, 2000    --------- --------  ---------- ----------  -----------

Balance, June 30, 2000 8,811,618    8,800    530,500   (114,100)     425,200

Services contributed          --       --     27,000          --      27,000
by stockholders

Net income for the            --       --         --     307,421     307,421
three months    ended
September 30, 2000     --------- --------  ---------- ----------  -----------

Balance, September 30, 8,811,618 $  8,800  $ 557,500  $  193,321  $  759,621
2000                   ========= ========  ========== ==========  ===========









 The Notes to Financial Statements are an integral part of this statement


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OneCap

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
                                                     Three months ended
                                             -------------------------------
                                              September 30,   September 30,
                                                  2000             1999
                                             --------------- ---------------
Cash flows from operating activities:
  Net income                                 $      307,421  $       36,366
Changes to net income not requiring cash
outlay:
Services contributed by stockholders                 27,000          27,000
    Depreciation and amortization                     4,212           1,210
Changes in:
    Accounts receivable                            (27,314)        (24,668)
    Other assets                                   (19,737)               0
    Accounts payable and other liabilities         (38,099)          22,718
    Income tax payable                               64,680               0
                                             --------------- ---------------
  Net cash provided by operating activities         318,163          62,626

Cash flows from investing activities:
    Additions to property and equipment            (74,056)         (6,577)
    Increase in notes receivable, related party    (38,002)               0
                                             --------------- ---------------
  Net cash used in investing activities           (112,058)         (6,577)
                                             --------------- ---------------
Cash flows from financing activities:
    Proceeds from note payable                      150,000               0
    Payments on note payable                        (4,805)               0
    Issuance of stock                                     0               0
                                             --------------- ---------------
  Net cash provided by financing activities         145,195               0
                                             --------------- ---------------
  Net increase in cash                              351,300          56,049
Cash at beginning of period                         492,200             200
                                             --------------- ---------------
Cash at end of period                        $      843,500  $       56,249
                                             =============== ===============
Supplemental disclosure of cash flow
information:
    Cash paid for interest expense           $        2,300  $            0
    Cash paid for income taxes               $          940  $            0
                                             =============== ===============




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


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OneCap

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)


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-SB of the Company for the year
   ended June 30, 2000 ("Fiscal 2000").

  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.

  The computations of earnings per common share are based on the
   weighted average number of common  shares outstanding.

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

2.Related party transactions:

     a.   Note receivable, related party:

     In August, 2000, the Company signed a note receivable with
      Pacific Properties & Development, LLC, a company owned by
      a majority stockholder for $38,002.  The note is secured
      by furniture and equipment, bears interest at 10.5% per
      annum with monthly principal and interest payments of
      $1,235 and is scheduled to mature in August, 2003.

     b.   Accounts payable:

     Accounts payable as of September 30, 2000 includes $14,664
      due to Pacific Properties & Development, LLC.

     c.   Revenues:

     The majority of the Company's revenues are derived from
      commercial loan closings for related entities in which one
      stockholder has an ownership interest and loans processed
      for buyers in Southern Nevada who purchase homes developed
      by Pacific Homes and other related entities under common
      control.  During each of the three months ended September
      30, 2000 and 1999 one transaction accounted for 10% and 71
      % of gross revenues, respectively.


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OneCap

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)

2.   Related party transactions (continued):

     d.   Office space:

     During the three months ended September 30, 1999, the
      Company leased office space from an affiliated partnership
      on a month-to-month basis.  The total rent paid for office
      space was $8,085 for the three months ended September 30,
      1999.

     e.   Services contributed by stockholders:
     During the three months ended September 30, 2000, and 1999
     two stockholders contributed their services to the company
     valued $27,000.  Mr. Steven Molasky, CEO contributed
     services valued at $12,000 and Mr. Vince Hesser, President,
     contributed services valued at $15,000.  Mr. Molasky spent
     approximately 8 hours per week (or 20%) and Mr. Hesser spent
     approximately 20 hours per week (or 50%) of their working
     time on Onecap business.  The company estimates the annual
     full-time fair value compensation to be $240,000 for the CEO
     and $120,000 for the President.  The values were determined
     based upon the company's estimates of reasonable
     compensation package for this type of company and position.

3.    Property and equipment:

     Property and equipment at September 30, 2000 and June 30,
     2000 consisted of the following:

                                              September 30,    June 30,
                                                  2000           2000
                                               (unaudited)     (audited)
                                              ------------   ------------
    Computer equipment                        $     26,700   $     26,700
    Computer software                                4,900          4,900
    Furniture and equipment                         81,788          7,800
                                              ------------   ------------
                                                   113,388         39,400
    Less accumulated depreciation                   12,264          8,100
                                              ------------   ------------
                                              $    101,124   $     31,300
                                              ============   ============

4.Note payable:

   In August, 2000, the Company signed a note payable agreement
   with a bank, secured by furniture and equipment, bearing
   interest at 9.5% per annum, and scheduled to mature in
   August, 2003.  The note is personally guaranteed by a
   majority stockholder.


/9/


OneCap

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)

4.Note payable (continued):

  The note payable is scheduled to mature as follows:

      For the year ending
         September 30,
      -------------------
             2001                           $     45,350
             2002                                 49,851
             2003                                 49,994
                                            ------------
       Total                                $    145,195
                                            ============

5.   Other assets:

Other assets as of September 30, 2000 consisted of a refundable
deposit of $19,759 related to an operating lease agreement, for
corporate office space, expiring in January, 2003 with options to
renew for 20 months.

6.Commitments and contingencies:

 Concentration of credit risk:
  In the normal course of business, the Company maintains cash
   at a financial institution in excess of federally insured
   limits.

   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.

  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 then 100% of current FMV of the stock
   price) may be fixed by the Board of Directors at its sole
   discretion.  Through September 30, 2000 no stock options have
   been issued.


/10/


OneCap

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)

6.   Commitments and contingencies (continued):

  On July 9, 2000, the Company entered into an operating lease
   agreement for corporate office space in Las Vegas, Nevada.
   The lease commenced on August 1, 2000 and expires January 31,
   2003 with an option to renew for 20 months.  Monthly payments
   are $19,800 with 4% annual increases each year on October 1.
   In connection with the lease, the Company entered into a sub-
   lease agreement with Pacific Properties and Development, LLC,
   a company under common control.  The sub-lease commenced
   August 1, 2000 and expires January 31, 2003 with an option to
   renew for 20 months.  Under the agreement, the Company will
   receive $9,900 per month with 4% annual increases each year
   on October 1.

7.Stockholders' equity:

  Restricted shares of common stock:

  7,356,418 of the total shares of common stock outstanding 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 conversion 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 which 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 no warrants or options outstanding to acquire any
  additional shares of common stock.


/11/


      Item 2. Management's Discussion and 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.  We are 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.

Results of Operations

We generated $1,653,050 in gross revenue and $697,869 in gross
revenue after payments of commissions for the quarter ending
September 30, 2000, a 377% increase compared to $146,218 of gross
revenue generated in the same period ending September 30, 1999.
General and Administrative expenses also increased from $109,134
to $328,559 during the periods ending September 30, 1999 and 2000
respectively, a 201% increase.  Pretax net income rose from
$36,366 to $373,021 during the period ending September 30, 1999
to 2000 respectively, a 926% increase.  Net Income after tax was
$307,421 for the quarter ending September 30, 2000 compared to
$36,366 for the quarter ending September 30, 1999, a 745%
increase.  We were an S-corporation in September 1999, and
therefore had no tax effect for that quarter.  Earnings per share
were $0.035 for the quarter ended September 30, 2000.  The table
below summarizes the details of gross revenue earned, transaction
volume, and number of transactions by affiliated and non-
affiliated sources.


/12/


                                  Affiliated
                                  ----------

                            # of       Transaction    Average     Revenue
                         Transactions    Volume      Revenue %     Earned
                         ------------  -----------  -----------  ---------
Real Estate Commissions        2         8,642,543     1.91%       164,850

Mortgage Brokerage             0                 0     0.00%             0
                         ------------  -----------               ---------
Total Affiliated               2         8,642,543                 164,850

                                Non-Affiliated
                                --------------

                            # of       Transaction    Average     Revenue
                         Transactions    Volume      Revenue %     Earned
                         ------------  -----------  -----------  ---------
Real Estate Commissions       22        29,908,072     4.80%     1,435,195

Mortgage Brokerage            13         5,305,062     1.00%        53,005
                         ------------  -----------               ---------
Total Non-Affiliated          35        35,213,134               1,488,200
                         ------------  -----------               ---------
        Grand Total           37        43,855,677     3.77%     1,653,050
                         ============  ===========  ===========  =========

The rates and fees charged to existing customers during the
quarter ending September 30, 2000 is expected to be similar by
percentage in future periods, ranging from 0.50% to 5.0%.
Significant revenues generated during the quarter include a non-
recurring property acquisition project in which the company
earned a total of $476,441 in gross revenue after payment of
commissions from this project.  The company also assisted in the
closing of a 16.3-acre, $8,011,820 land sale in which the seller
was a related entity, Lake Mead Horizon LLC, and the company
earned a total commission of $151,236.  Although every real
estate transaction is specific by nature, and thus nonrecurring,
OneCap plans to continue to expand its client base and generate
revenues through similar future real property transactions.
During the quarter, OneCap relocated its offices to 5450 West
Sahara Avenue, Second Floor, Las Vegas, Nevada 89146 and invested
in additional equipment, workstations and furnishings to
accommodate our anticipated expansion.

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,
Home Realty, and Home 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.
At the end of the quarter ended September 30, 2000, the company
had contracts with 10 independent realtor agents who provide
commercial and residential realty services to OneCap's clients.
We expect to continue to grow the number of independent agents it
has contracted with in the future.

Liquidity and Capital Resources

Based on the September 30, 2000 quarter ending cash balance of
$843,500, and the net income generated during the quarter, the
company has sufficient liquidity to continue its current
operations.

All investor inquiries should be directed to Mr. Vincent Hesser,
President, OneCap 5450 West Sahara Avenue, Second Floor, Las
Vegas, Nevada 89146, phone 702-948-8800, fax 702-948-8801.


/13/


                   PART II - OTHER INFORMATION
                        Item 6. Exhibits
Exhibit  Name and/or Identification of Exhibit

Number
  3     Articles of Incorporation & By-Laws
               (a)Articles of Incorporation of the Company filed June 7,
               1999.  Incorporated by reference to the exhibits to the
               Company's General Form For Registration Of Securities Of
               Small Business Issuers on Form 10-SB, previously filed
               with the Commission.
               (b)By-Laws of the Company adopted June 7, 1999.
               Incorporated by reference to the exhibits to the Company's
               General Form For Registration Of Securities Of Small
               Business Issuers on Form 10-SB, previously filed with the
               Commission.


/14/


                           SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                             OneCap

                          (Registrant)

Date: February 6, 2001

By: /s/ Vince Hesser
       ------------------------------------
       Vince Hesser, President and Director







/15/