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


                                   FORM 10-QSB



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



                    For the quarter ended September 30, 2002
                         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)

                5450 Sahara Ave., 2nd Floor, Las Vegas, NV 89146
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (702) 948-8800


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      ____


There were 8,770,418 shares of common stock, $0.001 par value, outstanding as of
November 13, 2002.

<PAGE>


                                     ONECAP
                                   FORM 10-QSB




                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

                                                                            Page

Item 1.  Financial Statements

         Consolidated Balance Sheets - September 30, 2002
         (Unaudited), and June 30, 2002                                        2

         Consolidated Statement of Operations  (Unaudited) for
         the Three Months Ended September 30, 2002 and 2001 (Unaudited)        3

         Condensed Consolidated Statements of Changes in Stockholders'
         Equity for the Three Months Ended September 30, 2002 (Unaudited)
         and for the Year Ended June 30, 2002                                  4

         Condensed Consolidated Statements of Cash Flows for the Three
         Months Ended September 30, 2002 and 2001 (Unaudited)                  5

         Notes to Condensed Consolidated Financial Statements For the
         Three Months Ended September 30, 2002 and 2001 (Unaudited)            6

Item 2.  Management's Discussion and Analysis or Plan of Operation            13

Item 3.  Controls and Procedures                                              16


                           PART II - OTHER INFORMATION

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

Signatures                                                                    18




                                      1 5
<PAGE>



                                    PART - I
Item 1.           Financial Statements

OneCap

CONSOLIDATED BALANCE SHEETS (UNAUDITED)
SEPTEMBER 30, 2002 AND JUNE 30, 2002


<TABLE>
<CAPTION>
                                                                                         As of             As of
                                                                                     September 30,     June 30, 2002
ASSETS                                                                                   2002

                                                                                   ------------------  -----------------
Current assets:
<S>                                                                                <C>                 <C>
Cash                                                                               $         287,456   $        445,016
Accounts receivable (net of allowance for doubtful accounts of $-0-)                          43,715             75,885
Notes and loans receivable, current portion (Note 3)                                               0              8,385
Notes and loans receivable, related parties, current portion (Note 2)                        242,730            269,056
Income tax receivable                                                                        212,300            130,500
Other current assets                                                                         110,747             18,782
                                                                                   ------------------  -----------------
Total current assets                                                                         896,948            947,624
Notes and loans receivable (Note 3)                                                          178,385            170,000
Note receivable, related party, net current portion (Note 2)                                 119,082            265,917
Land held for development (Notes 4 and 7)                                                  1,787,261          1,658,757
Property and equipment (Notes 5 and 7)                                                     6,664,652          6,712,150
Other assets                                                                                 149,702             61,039
                                                                                   ------------------  -----------------
                                                                                   $       9,796,030   $      9,815,487
                                                                                   ==================  =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and other liabilities (Note 6)                                    $        323,004    $        326,315
Notes payable, current portion (Note 7)                                                    7,694,764          7,607,799
Note payable-related party, current portion (Note 2)                                                                  0
                                                                                              75,000
                                                                                   ------------------  -----------------

Total current liabilities                                                                  8,092,768          7,934,114
Note payable, net current portion (Note 7)                                                         0              9,497
Deferred income tax payable                                                                    9,700              9,700
                                                                                   ------------------  -----------------
Total liabilities                                                                          8,102,468          7,953,311
                                                                                   ------------------  -----------------
Commitments and contingencies (Note 9)                                                            --                 --
Minority interest (Note 10)                                                                  450,000            449,751
Stockholders' equity (Note 11):
   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,                                   8,771              8,771
8,770,418 and 8,811,618 shares issued and outstanding
Additional paid-in capital                                                                   596,518            596,518
Retained earnings                                                                            676,687            845,550
                                                                                   ------------------  -----------------
                                                                                           1,281,976          1,450,839
Less treasury stock - 41,200 shares at cost                                                  (38,414)           (38,414)
                                                                                   ------------------  -----------------
                                                                                           1,243,562          1,412,425
                                                                                   ------------------  -----------------
                                                                                   $       9,796,030   $      9,815,487
                                                                                   ==================  =================
</TABLE>

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


                                       2

<PAGE>

   OneCap

   CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
   FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                Three months ended September 30
                                                                                 2002                    2001
                                                                         ----------------------  ----------------------

Revenues:
<S>                                                                      <C>                               <C>
Loan fees and commission revenue                                         $             341,201             $   328,692
Loan fees and commission revenue, related parties (Note 2)                              84,300                 169,202
Service fee revenue  (Note 2)                                                           14,858
                                                                                                                     0
Rental revenue                                                                         315,642
                                                                                                                     0
Less commission expense                                                               (159,741)               (172,882)
                                                                         ----------------------  ----------------------
                                                                                       596,260                 325,012
                                                                         ----------------------  ----------------------
Expenses:
Rental expenses                                                                        131,729
                                                                                                                     0
General and administrative expenses (Note 2)                                           600,954                 389,727
                                                                         ----------------------  ----------------------
                                                                         ----------------------  ----------------------
                                                                                       732,683                 389,727
                                                                         ----------------------  ----------------------
Loss from operations                                                                  (136,423)                (64,715)
Other income (expense):
Interest and other income (Note 2)                                                      47,124                  33,886
Interest expense (Note  8)                                                            (161,364)                 (2,628)
                                                                         ----------------------  ----------------------
Net loss before income taxes and minority interest                                    (250,663)                (33,457)
                                                                         ----------------------  ----------------------
Minority Interest (Note 10)
                                                                                             0                       0
Net loss before income taxes
                                                                                      (250,663)                (33,457)
Income tax expense (benefit):
         Current federal                                                               (81,800)                (10,700)
         Deferred federal                                                                    0
                                                                                                                     0
                                                                         ----------------------  ----------------------
                                                                                       (81,800)                (10,700)
                                                                         ----------------------  ----------------------
Net loss                                                                 $            (168,863)  $             (22,757)
                                                                         ======================  ======================
Loss per common share                                                    $              (0.019)  $              (0.003)
                                                                         ======================  ======================
Weighted average number of common shares outstanding                                 8,770,418               8,811,618
                                                                         ======================  ======================
</TABLE>


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


                                       3

<PAGE>


OneCap

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 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                    --             --               --            --                                 --
Net loss for the three months                 --             --               --      (168,863)             --           (168,863)
ended September 30 2002
                                ---------------- -----------------  ------------- ------------  ---------------  -----------------

Balance, September 30, 2002            8,770,418  $      8,771  $      596,518    $  676,687    $    (38,414)    $    1,243,562
                                ================ =================  ============= ============  ===============  =================
</TABLE>




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


                                       4


<PAGE>





OneCap

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                        Three months ended
                                                                           ---------------------------------------------
                                                                            September 30, 2002     September 30, 2001
                                                                           ---------------------- ----------------------
Cash flows from operating activities:
<S>                                                                        <C>                    <C>
  Net loss                                                                 $           (168,863)  $            (22,757)
Changes to net loss not requiring cash outlay:
    Depreciation and amortization                                                        60,685                  9,922
Changes in:
    Accounts receivable                                                                  32,170                (14,098)
    Other assets                                                                       (122,575)                   707
     Prepaid expense                                                                    (19,705)                     0
    Accounts payable and other liabilities                                               (3,310)                 4,117
    Accrued interest payable                                                             114,663                     0
    Income tax receivable                                                               (81,800)               (10,700)
    Income tax payable                                                                        0               (362,929)
                                                                           ---------------------- ----------------------
  Net cash used in operating activities                                                (188,735)              (395,738)
                                                                           ---------------------- ----------------------
Cash flows from investing activities:
    Additions to property and equipment                                                  (1,069)               (10,372)
    Increase in land held for investment                                               (128,504)                     0
    Investments in limited liability companies                                          (50,467)                     0
    Decrease in notes and loans receivable, related parties                             173,161                  5,282
                                                                           ---------------------- ----------------------
  Net cash used in investing activities                                                  (6,879)                (5,090)
                                                                           ---------------------- ----------------------
Cash flows from financing activities:
    Increase in minority interest
                                                                                            249                      0
    Proceeds from note payable, related party                                            75,000                      0
    Increase in capitalized financing                                                         0                (31,651)
    Payments on notes payable                                                           (37,195)               (11,787)
                                                                           ---------------------- ----------------------
  Net cash provided (used) by financing activities                                       38,054                (43,438)
                                                                           ---------------------- ----------------------
  Net decrease in cash                                                                 (157,560)              (444,266)
Cash at beginning of period                                                             445,016              1,282,491
                                                                           ---------------------- ----------------------
Cash at end of period                                                      $            287,456   $            838,225
                                                                           ====================== ======================
Supplemental disclosure of cash flow information:
    Cash paid for interest expense (net of amounts capitalized)            $            161,364   $              2,628
                                                                           ====================== ======================
    Cash paid for income taxes                                             $                  0   $            362,929
                                                                           ====================== ======================
</TABLE>


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


                                       5
<PAGE>


ONECAP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001  (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-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 September 30, 2002 and 2001, all of the 343,000 and 227,500, 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. Related party transactions:

     a.  Notes and loans receivable, related parties:

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

<TABLE>
<CAPTION>
                                                                              September 30, 2002          June 30, 2002
                                                                           ------------------------- -------------------------
<S>                                                                        <C>                       <C>
         Note   receivable    from   Pacific    Properties   and           $                331,132  $              479,036
         Development,  LLC  ("PPD"),  a  company  owned  by  the
         Company's  majority  stockholder,   unsecured,  bearing
         interest at 12% per annum,  with principal and interest
         payments of $49,750 due quarterly,  scheduled to mature
         in July, 2003.

         Note  receivable  from PPD,  secured by  furniture  and                             13,007                  16,712
         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 PPD,  unsecured,  bearing interest                                 --                  20,234
         at 14% per  annum,  with  interest  only  payments  due
         monthly.

         Commission  advances to real estate  agent,  unsecured,                             17,673                  18,991
         non-interest   bearing,   due  upon  closing  of  sales
         transactions
                                                                           ------------------------- -----------------------
                                                                                            361,812                 534,973
         Less current portion                                                               242,730                 269,056
                                                                           ------------------------- -----------------------
                                                                           $                119,082  $              265,917
                                                                           ========================= =======================
</TABLE>


                                       6
<PAGE>

     The Company  recognized  interest  income from notes and loans  receivable,
     related parties totaling $13,051 and $23,608 during the three months ending
     September 30, 2002 and 2001, respectively.

     b.  Investment and rental property:

     In June 2002, the Company exchanged its 25% interest in MF  Devco-Carlsbad,
     LLC ("MF-Devco"),  for a 99% interest in Pacific  Stonegate,  LLC ("Pacific
     Stonegate"). The non-monetary exchange was done with PPD.

     The principal business activity of MF Devco is to acquire, develop, operate
     and  sell a  parcel  of real  property  in  Carlsbad,  California.  Pacific
     Stonegate  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.

     c.  Note payable, Related party:

     Note payable,  related  party as of September 30, 2002  consisted of a note
     payable  due  OneCap  Real  Estate  Fund 1, LLC,  secured  by a  refundable
     deposit, non interest bearing, due upon close of escrow.

     d.  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 three months
     ended  September  30,  2001,  one  transaction  accounted  for 33% of gross
     revenues.

     e.  Office space:

     The Company subleases office space to ppd. The sublease commenced August 1,
     2000, and expires  January 31, 2003, with an option to renew for 20 months.
     Under the  agreement,  the Company will  receive  $10,670 per month with 4%
     annual  increases  each year on October 1.  During the three  months  ended
     September 30, 2002 and 2001, the Company received $32,010 and $30,825 under
     the sub-lease.

       f.     Service fee revenue:

     During the three months ended  September  30,  2002,  the Company  serviced
     loans for companies  under common  control.  OneCap earned  $14,858 in fees
     from servicing the loans during the three months ended September 30, 2002.



                                       7
<PAGE>

3.   Notes and loans receivable:

     As of September  30, 2002,  and June 30, 2002,  notes and loans  receivable
     consisted of the following:

<TABLE>
<CAPTION>
                                                                                September 30, 2002       June 30, 2002
                                                                              ------------------------  ----------------
<S>                                                                           <C>                       <C>
     Notes receivable from PCTV Homes,  unsecured,  non-interest  bearing,    $                 8,385   $        8,385
     due on demand.

     Note receivable from Cyberlux  Corporation,  secured by assets of the                    170,000           170,000
     Company,  bearing  interest  at 13% per  annum,  with the  greater of
     interest  only or 5% of  gross  revenue  due  monthly.  Scheduled  to
     mature in October  2002 with a  six-month  extension.  The Company is
     preparing   documentation   to  extend  the  note.  The  note  has  a
     conversion feature for common stock of Cyberlux.
                                                                              ------------------------  ----------------
                                                                                              178,385           178,385
     Less current portion                                                                           0             8,385
                                                                              ------------------------  ----------------
                                                                              $               178,385   $       170,000
                                                                              ========================  ================
</TABLE>


4.   Land held for development:

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

   5.    Property and equipment:

     Property and equipment at September 30, 2002, and June 30, 2002,  consisted
     of the following:

<TABLE>
<CAPTION>
                                                                                 September 30, 2002       June 30, 2002
                                                                                ----------------------  -------------------
<S>                                                                             <C>                     <C>
       Land                                                                     $             850,000   $          850,000
       Rental property buildings and improvements (Pacific Harbors)                         5,855,406            5,855,157
       Computer equipment                                                                      47,941               47,121
       Computer software                                                                        5,950                5,950
       Furniture and equipment                                                                174,733              174,733
       Leasehold improvements                                                                  34,757               34,757
                                                                                ----------------------  -------------------
                                                                                            6,968,787            6,967,718
       Less accumulated depreciation                                                          304,135              255,568
                                                                                ----------------------  -------------------
                                                                                $           6,664,652   $        6,712,150
                                                                                ======================  ===================
</TABLE>

     Depreciation expense for the three months ended September 30, 2002 and 2001
     was $48,567 and $9,922, respectively.




                                       8
<PAGE>

6.   Accounts payable and other liabilities:

     Accounts  payable and other  liabilities as of September 30, 2002, and June
     30, 2002, consisted of the following:


<TABLE>
<CAPTION>
                                                                                September 30, 2002        June 30, 2002
                                                                              ------------------------ --------------------

<S>                                                                           <C>                      <C>
                  Operating accounts payable                                  $               231,757  $           191,750
                  Tenant security deposits                                                     35,729               32,863
                  Prepaid rent from tenants                                                    19,420               21,319
                  Accrued payroll and commissions                                              36,098               80,383
                                                                              ------------------------ --------------------
                                                                              $               323,004  $           326,315
                                                                              ======================== ====================
</TABLE>


7.   Notes payable:

     Notes payable as of September  30, 2002 and June 30, 2002  consisted of the
     following:

<TABLE>
<CAPTION>
                                                                                  September 30, 2002      June 30, 2002
                                                                                 --------------------- --------------------

<S>                                                                              <C>                   <C>
     Note  payable to a bank,  secured by first trust deed and  assignment       $          6,206,318  $        6,230,528
     of rents on Pacific Harbors,  bearing interest at 9% per annum,  with
     monthly  principal  and  interest  payments of $48,700,  scheduled to
     mature  in  March  2003.  The  Company's  majority   stockholder  has
     personally guaranteed the note.

     Note  payable  to a  member  of  Hilltop,  secured  by land  held for                  1,438,273            1,323,610
     development,  bearing interest at 8% per annum, through July 4, 2002,
     then 18%  until  converted  (as  discussed  in Note  14).  Originally
     scheduled  to mature on July 4, 2002,  note in process of  conversion
     to equity.

     Note payable to a bank,  secured by furniture and equipment,  bearing                     50,173               63,158
     interest at 9.5% per annum,  scheduled to mature in August 2003.  The
     note is personally guaranteed by the Company's majority stockholder.
                                                                                 --------------------- --------------------
                                                                                            7,694,764            7,617,296
     Less current portion                                                                   7,694,764            7,607,799
                                                                                 --------------------- --------------------
                                                                                 $                  0  $             9,497
                                                                                 ===================== ====================
</TABLE>




                                       9
<PAGE>

8.   Interest expense:

     The  Company  capitalized   interest  as  a  component  of  land  held  for
     development.   Total  interest  incurred  during  the  three  months  ended
     September 30, 2002 and 2001 follows:


<TABLE>
<CAPTION>
                                                                                September 30, 2002  September 30, 2001
                                                                                ------------------- --------------------
<S>                                                                             <C>                 <C>
       Interest charged to income                                               $          161,364  $             2,628
       Interest capitalized                                                                108,799                    0
                                                                                ------------------- --------------------
                                                                                $          270,163  $             2,628
                                                                                =================== ====================
</TABLE>



9.   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  their  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  fair  market  value of the
     stock price) may be fixed by the Board of Directors at its sole discretion.
     Through  September  30, 2002,  343,000 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.


                                       10
<PAGE>


     Lease agreement:

     The Company leases  corporate office space in Las Vegas,  Nevada,  under an
     operating  lease  expiring  in January  2003 with an option to renew for 20
     months.

     Note payable:

     As a condition of the exchange of investment  interests  between OneCap and
     PPD,  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 was still in negotiations with
     the bank.

     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.

10.  Minority interest:

     The  consolidated  financial  statements  include the  accounts of Hilltop.
     OneCap has a 60% ownership  interest in Hilltop.  The minority  interest in
     the  consolidated   balance  sheets  consist  of  the  remaining  ownership
     interests not owned by the Company.

11.  Stockholder's equity:

     Restricted shares of common stock:

     7,272,342 of the total shares of common stock  outstanding  as of September
     30, 2002, 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  343,000  options  outstanding  to acquire  additional  shares of
     common stock.

     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
     September 30, 2002, the Company has repurchased  41,200 shares at a cost of
     $38,455.

     Stock option plan:



                                       11
<PAGE>

     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.

   12. 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 September
     30, 2002, the cash held in trust was $1,164,404,  and the trust  receivable
     was $0. The related trust  liability was  $1,164,404 at September 30, 2002.
     The trust assets and  liabilities  are not recorded on the balance sheet of
     the Company at September 30, 2002.

   13. Loan serviced for others:

     The Company  services loans for others,  which are not shown on the balance
     sheets. The face amount of these loans at September 30, 2002,  approximated
     $19,436,000.  The  Company  receives  a  servicing  fee  for  the  services
     rendered.

   14. Subsequent events:

     On October 7, 2002, the Company entered into an option agreement to acquire
     a  commercial  office  building in Las Vegas,  Nevada for  $5,300,000.  The
     Company has also entered into a building lease agreement to lease the above
     commercial office building and execute the property management.

     The  Company  entered  into a purchase  agreement  to acquire a  commercial
     building in Las Vegas, Nevada for $21,900,000. In October 2002, the Company
     has made an initial  deposit of $400,000  into escrow and financing for the
     transaction has been secured.

     The Company has  negotiated the conversion of a note payable to a member of
     Hilltop that had a scheduled  maturity date of July 4, 2002.  The note will
     be converted to equity in the project, and paperwork is being executed.




                                       12
<PAGE>


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

Forward-Looking Statements

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

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

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

General

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

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

Results of Operations

During the current quarter,  OneCap produced 60 transactions with $32,385,067 in
transaction  volume,   compared  to  82  transactions  totaling  $46,079,880  in
transaction  volume during the  comparable  quarter  ending  September 30, 2001.
Non-affiliated transactions accounted for 57 of the 61 transactions this quarter
and $12,110,067 of the total volume,  compared to 80 of the 82 transactions  and
$12,314,662  in  volume  in  the  comparable   quarter  last  year.   Affiliated
transaction  volume was  significantly  less this  quarter  with 4  transactions
totaling $20,275,000 in volume,  compared to 2 transactions totaling $33,765,218
in volume  during the same  quarter last year.  Although  the total  transaction
volume  decreased  primarily from smaller  affiliated loans and commissions this
quarter,  the  Company had an  increase  in revenue  earned from  non-affiliated
business,  and the current quarterly average revenue percentage increased 21% to
1.31% of the total  volume,  compared  to 1.08% of the total  volume in the same
period last year.  During the quarter  ending  September  30, 2002,  the Company
focused  its efforts to continue to support  transactions  that  provide  higher
revenue percentages on the same transactional volume.

OneCap generated  $756,001 in gross revenue for the quarter ending September 30,
2002,  of which  $341,201 was from core  operations,  $84,300 from related party
revenue related to commercial loan and realty  transactions,  $14,858 in service
fee revenue,  and $315,642 in rental  revenue.  In the  comparable  quarter last
year,  OneCap had  $497,894 of gross  revenue,  of which  $328,692 was from core
operations and $169,202 in related party  revenue.  Total gross revenues for the


                                       13
<PAGE>

current  quarter  were up by 52%  including  related  party  revenue  and rental
income.  Net revenues after payment of commission  expense were $596,260 for the
current  quarter,  compared to $325,012  for the  comparable  quarter  last year
ending  September  30, 2001, an 83%  increase.  The Company  generated a smaller
amount of  transactions  for the  quarter,  but  earned a higher  percentage  of
revenue  on those  transactions,  and also had  lower  transaction  volume  from
affiliated companies this quarter.  Revenue increased  substantially through the
addition of rental revenue from the Stonegate apartment complex.

General and  administrative  expenses increased to $600,954 from $389,727 during
the quarters ended September 30, 2002 and 2001 respectively.  Expenses increased
primarily  due to growth and  expansion  of OneCap,  increases  in the number of
employees  and  salaries,  and higher  marketing  costs.  Net loss after tax was
$168,863 for the quarter ending September 30, 2002, compared to a net loss after
tax of $22,757 for the comparable  quarter ending  September 30, 2001.  Loss per
share was $0.019 for the quarter ended September 30, 2002,  compared to loss per
share of $0.003 for the comparable quarter ending 2001.

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 September 30, 2002.

<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                             4                 20,275,000              0.42%         84,300

-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Related                                  4                 20,275,000              0.42%         84,300

-------------------------------------- ------------------ ------------------ ------------------ --------------

Non-Related

                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
Real Estate Commissions                       40                  6,972,173              2.80%        195,168

-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            16                  5,137,894              2.84%        146,033

-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Non-Related                             56                 12,110,067              2.82%        341,201

-------------------------------------- ------------------ ------------------ ------------------ --------------
                  Total                       60                 32,385,067              1.31%  $     425,501
</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 September 30, 2001.

<TABLE>
<CAPTION>
Related
                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
<S>                                    <C>                <C>                <C>                <C>
Real Estate Commissions                        1                     83,000              3.00%          2,490

-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                             1                 33,682,218              0.50%        166,712

-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Affiliated                               2                 33,765,218              0.50%        169,202

-------------------------------------- ------------------ ------------------ ------------------ --------------

Non-Related

                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
Real Estate Commissions                       58                  9,624,615              2.68%        257,687

-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            22                  2,690,047              2.64%         71,005

-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Non-Affiliated                          80                 12,314,662              2.67%        328,692

-------------------------------------- ------------------ ------------------ ------------------ --------------

                  Total                       82                 46,079,880              1.08%  $     497,894
</TABLE>

                                       14
<PAGE>


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 September 30, 2002, and September 30, 2001.

<TABLE>
<CAPTION>
Related

                                             # of            Transaction          Avenue           Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
<S>                                    <C>                <C>                <C>                <C>
Real Estate Commissions                       -1          $         -83,000             -3.00%  $      -2,490

-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            +3          $     -13,407,218             -0.08%  $     -82,412

-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Related                                 +2          $     -13,490,218             -0.08%  $     -84,902

-------------------------------------- ------------------ ------------------ ------------------ --------------

Non-Related

                                             # of            Transaction          Avenue           Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
Real Estate Commissions                       -18         $      -2,652,442             +0.12%  $     -62,519

-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            -6          $      +2,447,847             +0.20%  $   +75,028

-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Non-Related                             -24         $        -204,595             -0.15%  $     +12,509

-------------------------------------- ------------------ ------------------ ------------------ --------------
                                Total         -22         $     -13,694,813             +0.23%  $     -72,393
-------------------------------------- ------------------ ------------------ ------------------ --------------
</TABLE>


The rates and fees  charged to  existing  customers  during the  quarter  ending
September 30, 2002 is expected to be similar by  percentage  in future  periods,
ranging from 0.50% to 5.0%.  Significant  revenues  generated included a $75,500
mortgage  placement fee earned from the funding of one land loan in Las Vegas to
a third party  borrower.  Rental  revenue of $315,642 was also earned during the
quarter from the Stonegate apartments 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:
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


                                       15
<PAGE>

to provide services in other markets.  At the end of the quarter ended September
30, 2002,  the Company had  contracts  with 61  independent  realtor  agents who
provide  commercial and  residential  realty services to OneCap's  clients.  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 has also begun 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
September 30, 2002, the Company has funded  $25,055,000 to date and is currently
servicing $19,436,000 in private trust deeds. The Company expects to expand this
division  and its investor  base during the next twelve  months.  The  Company's
wholly owned subsidiary,  OneCap Properties,  also expects to continue to expand
its asset base through future acquisitions and investments.

Liquidity and Capital Resources

At September 30, 2002 the Company had a working capital deficit of $7,198,320 as
compared with a working  capital  deficit of  $6,986,490 at June 30, 2002.  This
deficit is created by the  $7,694,764  of current  loans that are  scheduled  to
mature  during the next twelve months and are secured by long-term  assets.  The
Company  plans to either  refinance  these loans during the next fiscal year, or
sell the assets that secure these loans. During the three months ended September
30, 2002,  the cash flows used in operating  activities  of the Company  equaled
$188,735  or  32% of the  Company's  total  revenue  after  commission  expense,
compared to $395,738 or 122% during the comparable  quarter in 2001. 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.


                                       16
<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.



                                       17
<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: November 14, 2002


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

Date November 14, 2002


                                       18
<PAGE>


                                 CERTIFICATIONS

I, Vincent W. Hesser certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of OneCap;

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: November 14, 2002

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




                                       19
<PAGE>





I, Tammy Hardcastle certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of OneCap;

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: November 14, 2002
                                                /s/ Tammy Hardcastle
                                              ---------------------------------
                                                     Tammy Hardcastle
                                                     Treasurer
                                                     (Acting Principal
                                                      Financial Officer)

                                       20
<PAGE>


                                                                    EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection  with the  Quarterly  Report of OneCap on Form 10-QSB for the
period  ending  September 30, 2002,  as filed with the  Securities  and Exchange
Commission on the date hereof (the "Report"), Vincent W. Hesser, Chief Executive
Officer and Tammy Hardcastle, acting principal financial officer of the Company,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.



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



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