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

                                   FORM 10-QSB


(Mark One)

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

                  For the quarterly period ended March 31, 2005

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

                  For the transition period from _________ to _________


Commission File Number: 0-31369


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


          Nevada                                    33-0611745

(State or other jurisdiction             (IRS Employer Identification No.)
of incorporation or organization)

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

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


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

There were 1,816,027 (post-reverse-split) shares of common stock, $0.001 par
value, outstanding as of May 13, 2005.


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









<PAGE>



                                     ONECAP
                                   FORM 10-QSB




                                TABLE OF CONTENTS

                         PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                        Page

Item 1.  Financial Statements

<S>                                                                                                      <C>
         Consolidated Balance Sheets - March 31, 2004 (Unaudited)                                        2

         Consolidated Statements of Operations for the Three and Nine Months Ended
            March 31, 2005 and 2004 (Unaudited)                                                          3

         Consolidated Statements of Changes in Stockholders' Equity for the
            Nine Months Ended March 31, 2005 (Unaudited)                                                 5

         Consolidated Statements of Cash Flows for the Nine Months Ended
            March 31, 2005 and 2004 (Unaudited)                                                          6

         Notes to Consolidated Financial Statements For the Nine Months Ended
            March 31, 2005 and 2004 (Unaudited)                                                          8

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

Item 3.  Controls and Procedures                                                                         16

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities                                                                           16

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

Item 5.  Other Information                                                                               17

Item 6.  Exhibits                                                                                        17

Signatures                                                                                               18
</TABLE>

                                       i

<PAGE>

                                     PART I

Item 1.       Financial Statements

                                     ONECAP
                           CONSOLIDATED BALANCE SHEETS
                                 MARCH 31, 2005

OneCap
Consolidated Balance Sheet
March 31, 2005
Unaudited




<TABLE>
<CAPTION>

        ASSETS
<S>                                                                                         <C>
Cash                                                                                        $         1,588,932
Restricted cash                                                                                         150,000
Accounts receivable (net of allowance of $8,385)(Note 3)                                              1,869,489
Investment in mortgage loans on real estate (Note 4)                                                  3,463,682
Real estate held for development and sale (Note 5)                                                    4,864,695
Investments  (Note 6)                                                                                26,870,497
Property and equipment:
   Operating real property                                                                           13,522,184
   Other property and equipment                                                                         466,444
   Less accumulated depreciation                                                                       (493,003)
Other Assets                                                                                             58,435
                                                                                            --------------------
      Net Property                                                                                   13,554,061
                                                                                            --------------------

                                            Total assets                                    $        52,361,356
                                                                                            ====================




   LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and other liabilities                                                      $           176,614
Income taxes payable                                                                                    157,879
Notes payable (Note 7)                                                                               44,244,221
                                                                                            --------------------

                                            Total liabilities                                        44,578,714
                                                                                            --------------------

Commitments and contingencies                                                                                 -

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

Stockholders' equity
Preferred stock, $.001 par value; 10 million shares authorized,                                               -
   no shares issued and outstanding
Common stock, $.001 par value; 50 million shares authorized,                                              1,289
   1,816,027 shares issued and outstanding
Additional paid-in capital                                                                               68,108
Prepaid stock-based compensation                                                                     (1,124,878)
Retained earnings                                                                                     7,004,429
Less treasury stock - 11,443 shares at cost                                                             (63,176)
                                                                                            --------------------

                                            Total stockholders' equity                                5,885,772
                                                                                            --------------------

                                            Total liabilities and stockholders' equity      $        52,361,356
                                                                                            ====================
</TABLE>


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

                                       2
<PAGE>


                                     ONECAP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (Unaudited)

OneCap
Consolidated Statements of Operations
For the nine months ended March 31, 2005 and 2004
Unaudited


<TABLE>
<CAPTION>
                                                                               For the nine months ended March 31,
                                                                        --------------------------------------------------
                                                                                    2005                      2004
                                                                        --------------------------------------------------

Revenues
<S>                                                                     <C>                       <C>
     Loan fees and commission revenue                                   $           5,324,459     $             4,057,991
     Loan fees and commission revenue - related parties                               957,473                     305,565
     Service fee revenue                                                              272,730                     102,078
     Rental revenue                                                                   916,892                   1,625,746
                                                                        ----------------------    ------------------------
             Total revenues                                                         7,471,554                   6,091,380
                                                                        ----------------------    ------------------------

Expenses
     Commission expense                                                             1,362,699                     655,694
     Rental expenses                                                                   96,474                     129,472
     General and administrative expenses                                            3,227,782                   3,008,708
     Depreciation and amortization                                                    151,706                     191,587
                                                                        ----------------------    ------------------------
             Total expenses                                                         4,838,661                   3,985,461
                                                                        ----------------------    ------------------------

             Income from operations                                                 2,632,893                   2,105,919

Other income (expense)
     Interest and other income                                                      3,126,085                   1,120,386
     Interest expense                                                              (2,270,267)                 (2,167,211)
     Fee from contract assignment                                                           -                     700,000
     Gain on Sale of Real Estate                                                            -                     707,893
                                                                        ----------------------    ------------------------
             Net income before income taxes and minority interest                   3,488,711                   2,466,987

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

             Net income before income taxes                                         3,488,711                   2,466,987

Income tax expense
     Current federal                                                                1,186,202                     502,870
     Deferred federal                                                                       -                     240,000
                                                                        ----------------------    ------------------------
                                                                                    1,186,202                     742,870
                                                                        ----------------------    ------------------------

Net income                                                              $           2,302,509     $             1,724,117
                                                                        ======================    ========================

Earnings per common share - basic and fully diluted                     $                1.06     $                  1.19
                                                                        ======================    ========================

Weighted average number of common shares outstanding -                              2,164,267                   1,448,475
                                                                        ======================    ========================
basic and fully diluted
</TABLE>



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

                                       3
<PAGE>


                                     ONECAP
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE NINE MONTHS ENDED MARCH 31, 2005, AND 2004
                                   (Unaudited)

OneCap
Consolidated Statements of Operations
For the three months ended March 31, 2005 and 2004
      (Unaudited)


<TABLE>
<CAPTION>
                                                                                     For the three months ended March 31,
                                                                                -----------------------------------------------
                                                                                            2005                     2004
                                                                                -----------------------------------------------

Revenues
<S>                                                                             <C>                      <C>
      Loan fees and commission revenue                                          $           1,826,175    $           1,402,350
      Loan fees and commission revenue - related parties                                       41,900                  195,265
      Service fee revenue                                                                     112,980                   49,437
      Rental revenue                                                                          305,145                  476,981
                                                                                ----------------------   ----------------------
                Total revenues                                                              2,286,200                2,124,033
                                                                                ----------------------   ----------------------

Expenses
      Commission expense                                                                      381,330                  240,339
      Rental expenses                                                                          34,363                   15,011
      General and administrative expenses                                                   1,070,263                1,056,157
      Depreciation and amortization                                                            51,005                   66,787
                                                                                ----------------------   ----------------------
                Total expenses                                                              1,536,961                1,378,294
                                                                                ----------------------   ----------------------

                Income  from operations                                                       749,239                  745,739

Other income (expense)
      Interest and other income                                                               980,854                  472,339
      Interest expense                                                                       (810,590)                (655,233)
      Fee from contract assignment                                                                  -                  700,000
                                                                                ----------------------   ----------------------
                Net income before income taxes and minority interest                          919,503                1,262,845

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

                Net income before income taxes                                                919,503                1,262,845

Income tax expense
      Current federal                                                                         309,986                  331,905
      Deferred federal                                                                              -                        -
                                                                                ----------------------   ----------------------
                                                                                              309,986                  331,905
                                                                                ----------------------   ----------------------

Net income                                                                      $             609,517    $             930,940
                                                                                ======================   ======================

Earnings per common share - basic and fully diluted                             $                0.34    $                0.64
                                                                                ======================   ======================

Weighted average number of common shares outstanding - basic and fully diluted              1,816,027                1,448,475
                                                                                ======================   ======================
</TABLE>



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

                                       4
<PAGE>


                                     ONECAP
                       CONSOLIDATED STATEMENTS OF CHANGES
                             IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                    FOR THE NINE MONTHS ENDED MARCH 31, 2005

OneCap
Consolidated Statements of Changes in Stockholders' Equity
For the nine months ended March 31, 2005
Unaudited


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

Balance as of June 30, 2004           2,538,888      1,289      (63,176)   2,273,790   (1,340,500)   4,701,919    5,573,322

Expense recognized from
stock-based compensation                     -           -            -            -     215,622             -      215,622

Common stock purchased and cancelled  (722,861)          -            -    (2,205,682)         -             -    (2,205,682)

Net income for the nine months               -           -            -            -           -     2,302,508    2,302,508
ended March 31, 2005

Balance as of March 31, 2005          1,816,027  $   1,289   $  (63,176)  $   68,108  $(1,124,878)  $7,004,427   $5,885,770
                                   ============ =========== ============ ========================= ============ ============
</TABLE>









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

                                       5
<PAGE>



                                     ONECAP
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE NINE MONTHS ENDED MARCH 31, 2005 AND 2004

OneCap
Consolidated Statements of Cash Flows
For the nine months  ended March 31, 2005 and 2004
Unaudited

<TABLE>
<CAPTION>
                                                                                         For the nine months ended March 31,
                                                                                    ----------------------------------------------
                                                                                                2005                    2004
                                                                                    ----------------------------------------------

Cash flows from operating activities:
<S>                                                                                 <C>                      <C>
     Net income                                                                     $           2,302,509    $          1,724,117
     Adjustments to reconcile net income to
     net cash used by operating activities:
        Stock-based compensation                                                                  215,622                 148,958
        Depreciation and amortization                                                             151,706                 191,587
        Gain on sale                                                                                    -                (707,894)
        Changes in operating assets and liabilities:
            Accounts receivable                                                                (1,350,710)               (445,704)
            Other assets                                                                          530,255                 234,972
            Prepaid expense                                                                             -                  23,844
            Accounts payable and other liabilities                                               (532,819)               (384,909)
            Income tax receivable                                                                       -                (183,790)
            Deferred income tax payable                                                                 -                       -
            Deferred tax asset, non-current                                                             -                       -
            Income tax payable                                                                   (879,370)                405,563
                                                                                    ----------------------  ----------------------
                       Net cash provided (used) by operating activities                           437,193               1,006,744
                                                                                    ----------------------  ----------------------

Cash flows from investing activities:
     Purchase of real property                                                                    (45,929)             (2,525,285)
     Proceeds from real estate sale                                                                     -                 707,894
     Purchase of real estate held for development and sale                                     (2,688,504)                (33,508)
     Purchase of investments                                                                  (25,670,622)               (600,046)
     Increase in notes receivable                                                               1,850,212                       -
     Decrease in investment in mortgage loans on real estate                                            -               6,386,124
     Decrease in notes and loans receivable - related party                                       152,746                 136,981
                                                                                    ----------------------  ----------------------
                       Net cash (used) provided by investing activities                       (26,402,097)              4,072,160
                                                                                    ----------------------  ----------------------

Cash flows from financing activities:
     Increase in minority interest                                                                      -                       -
     Increase in restricted cash                                                                        -                       -
     Net proceeds from notes payable                                                                    -                       -
     Purchase of common stock                                                                  (2,205,682)                      -
     Payments on notes payable                                                                 23,678,537              (7,409,705)
                                                                                    ----------------------  ----------------------
                       Net cash used by financing activities                                   21,472,855              (7,409,705)
                                                                                    ----------------------  ----------------------

                       Net decrease in cash                                                    (4,492,049)             (2,330,801)
                       Cash at beginning of quarter                                             6,080,980               4,059,184
                                                                                    ----------------------  ----------------------
                       Cash at end of quarter                                       $           1,588,931   $           1,728,383
                                                                                    ======================  ======================

Supplemental disclosure of cash flow information:
     Cash paid for interest expense                                                 $           2,270,267   $           2,167,211
                                                                                    ======================  ======================
     Cash paid for income taxes                                                     $           1,353,000   $             510,000
                                                                                    ======================  ======================
</TABLE>



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


                                       6
<PAGE>


                                     ONECAP

                       SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
<S>                                                                                 <C>                     <C>
Supplemental disclosure of cash flow information:
     Cash paid for interest expense                                                 $           2,270,267   $           2,167,211
                                                                                    ======================  ======================
     Cash paid for income taxes                                                     $           1,353,000   $             510,000
                                                                                    ======================  ======================
</TABLE>



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

                                       7
<PAGE>


                                     ONECAP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED MARCH 31, 2005 AND 2004
                                   (UNAUDITED)

NOTE 1 -- BASIC PRESENTATION:


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


These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
consolidated financial statements of the Company for the year ended June 30,
2004, and notes thereto included in the Company's Form 10-KSB/A. The Company
follows the same accounting policies in the preparation of consolidated interim
reports.


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

NOTE 2 -- RELATED PARTY TRANSACTIONS

a. Notes and loans receivable:

     As of March 31, 2005, there were no notes or loans receivable, related
parties.

      The Company recognized interest income from notes and loans receivable,
      related parties totaling $0 and $0 during the nine months ended March 31,
      2005 and 2004, respectively.

         Loans sold to real estate fund

     During the nine months ended March 31, 2005, the Company sold $20,032,462
     in loans secured by trust deed, at cost to the OneCap Real Estate Fund I,
     LLC (the "Fund") pursuant to the terms of the Operating Agreement of the
     Fund which permits the Fund to acquire loans from the Company if the loans
     were originated to facilitate a sale to the Fund, and provided that the
     price paid is no greater than the Company's cost. The Fund's managing
     member is a company which is owned by the Company's major shareholder and
     officer.

b.       Revenues

     A portion of the Company's revenue is derived from commercial loan closings
     and commissions from land sales for related entities in which a former
     significant stockholder has an ownership interest. During the nine months
     ended March 31, 2005, thirty transactions involving these related entities
     totaled $957,473, or 12.8% of gross revenues. During the nine months ended
     March 31, 2004, twelve transactions involving these related entities
     totaled $305,565, or 5.02% of gross revenues.

c.       Office space

     The Company subleases office space to NevWest Securities, Inc., a Company
     stockholder and corporate consulting firm for the Company. The sublease
     commenced June 15, 2003, and expires June 14, 2008. During the nine months


                                       8
<PAGE>

     ended March 31, 2005 and 2004, the Company received $100,719 and $87,280
     under the sublease, respectively.

     The Company subleases office space to Copyright Media of Nevada, a company
     partially owned by the significant stockholder and an officer. The sublease
     commenced April 1, 2003, and expires September 30, 2007. During the nine
     months ended March 31, 2005 and 2004, the Company received $26,208 and
     $26,208, respectively, under the sublease.

d. Service fee revenue

     During the nine months ended March 31, 2005, the Company serviced loans for
     third party individuals and entities managed by a company owned by the
     significant shareholder and officer. The Company earned $0 and $102,078 in
     fees from servicing the loans during the nine months ended March 31, 2005
     and 2004, respectively.

NOTE 3 - ACCOUNTS RECEIVABLE

As of March 31, 2005, accounts receivable totaling $1,869,489 was net of
allowance for doubtful accounts of $8,385.

Loan placement fees related to mortgage loans held by the Company as an
investment would be deferred if the maturity of such loans are beyond twelve
months from the reporting period of such financial statements. However, the
Company will continue to analyze each mortgage loan held as an investment to
ascertain that such loan placement fee is not material to which deferral of such
fee is required in accordance with paragraph 27 c of Financial Accounting
Standards No. 91 ("FAS 91") ensuring that the financial statements taken as a
whole are materially correct.

NOTE 4 -- INVESTMENT IN MORTGAGE LOANS ON REAL ESTATE

<TABLE>
<CAPTION>
<S>                                                                               <C>
Investment in mortgage loans on real estate consisted of the following as of
March 31, 2005: Note receivable from International Village, secured by real
property through a trust deed, bearing interest at 12%, payable in interest only
installments of $42.99 per annum, due in September 2005.                          $           4,300

Notes receivable from St. Thomas, secured by real property through a first trust
deed, bearing interest at 14%, payable in interest only installments of
$3,383.33 per month, due in Oct 2004. Loan currently in default, forclosure in
process. Interest prepaid
through May 2005.                                                                           290,000

Notes receivable from Sunrise Valley secured by real property through a first
trust deed, bearing interest at 12%, payable in interest only installments of
$19,121.49 per month, due in April
2007.                                                                                     1,912,149

Note receivable from Paseo Verde, secured by real property through
a first trust deed, bearing interest at 14.25%, payable in interest
only payments of $14,929.62 per month, due in December 2004.  Loan
currently in default, foreclosure in process.                                             1,257,232
                                                                                  -----------------

                                                                                  $       3,463,681
                                                                                  =================
</TABLE>

We analyze our investment in loans and investments in mortgage loans
periodically for allowance for loan loss and impairments in accordance with FAS
5, FAS 114, and FAS 121. As of March 31, 2005, except for two loans in default,
all loans related to investment in loans and investments in mortgage loans were
performing with respect to the terms of the loan agreements. Accordingly, we do
not believe an allowance for loan loss or impairment was considered necessary as
of March 31, 2005. We will continue to monitor our loans periodically throughout
the next fiscal year.


                                       9
<PAGE>


NOTE 5 -- REAL ESTATE HELD FOR DEVELOPMENT AND SALE

Real estate held for development and sale as of March 31, 2005, consisted of
3.92 acres of undeveloped real property located in Henderson, Nevada, 14.9 acres
of undeveloped real property located in North Las Vegas, Nevada, and .0.8 acres
of undeveloped commercial real property.

The Company capitalized interest and other costs totaling $0 and $0 as a
component of real estate held for development and sale during the nine months
ended March 31, 2005 and 2004, respectively.

NOTE 6 - INVESTMENT

Investments consisted of the following as of March 31, 2005:
<TABLE>
<CAPTION>
<S>                                                                               <C>
1,600,000 shares of common stock representing 15% in a related
private company that publishes a local magazine.                                  $        80,000

51 units in a related fund that invests in fractionalized loans and
mortgages. 50,600


56 units in a related fund that invests in fractionalized loans and
mortgages. 56,325

2,272,060 shares of common stock representing 19% in a securities company
partially owned by a director of the company.
                                                                                          153,971

Minority investment in an LLC that is constructing 147 single family homes in
Indio, Ca. Investment represents less then 10% ownership.
                                                                                          386,350

Investment in a foreign company involved in real estate financing.
Investment represents 50% ownership.                                                      115,850

450 membership units in "GH" LLC that owns approximately 1,500 acres of raw land
and over 6,500 acre feet of water rights in Clark County, Nevada. Investment
represents 50% ownership and has priority
distribution rights over the remaining 50% investment.                                 25,986,414

Miscellaneous                                                                              40,987
                                                                                  ----------------

                                                                                  $    26,870,497
                                                                                  ================
</TABLE>


NOTE 7 -- NOTES PAYABLE

Notes payable as of March 31, 2005, consisted of the following:


                                       10
<PAGE>



<TABLE>
<CAPTION>

<S>                                                                                  <C>
Note payable to a bank, secured by a first trust deed on commercial rental
property, bearing interest at 6.2% per annum, with monthly principal and interest
payments of $72,214, scheduled to mature in December 2012.  As of March 31, 2005,
the net book value of the underlying property totaled $11,011,267.                   $      9,717,593

Note payable to prior shareholder for re-purchase of stock. The sum of $500,000 was
paid to the selling stockholder on February 23, 2005, and the balance of $205,682
shall be paid on or before May 2005.                                                          205,682

Notes payable to Private Family Trusts and individuals, unsecured, bearing
interest between 8-14% per annum, scheduled to mature on various dates between
January 2005 - September 2005, due upon demand.                                             7,674,000


Note payable to a bank, secured by a first trust deed on commercial rental
property, bearing interest at index plus 1.500 points currently 7.00% per annum,
with monthly principal and interest payments of $11,154.00, originally scheduled to
mature in January 2005, and extended to July 2005.  As of March 31, 2005, the net
book value of the underlying property totaled $2,400,000.                                   1,596,183

Notes payable to Private Family Trusts and individuals, secured by a first trust
deed on parcel of land, bearing interest at 12.00% per annum, with monthly interest
only payments of $14,000.00, scheduled to mature April 2006.  As of March 31, 2005
the net book value of the underlying property totaled $1,500,000.                           1,493,624

Notes payable to Private Family Trusts and individuals, secured by an assignment
and security interest in "GH" LLC, and their right to receive distributions and
proceeds. The note bears interest at 15% per annum and is scheduled to mature in
May 2007. The Company has the right to extend this due date automatically for
two 6-months periods if elected and no defaults have occurred.                             23,557,139

                                                                                     -----------------
                                                                                     $     44,244,221
                                                                                     =================
</TABLE>

NOTE 8 -- LOANS SERVICED FOR OTHERS

The Company services loans for others, which are not shown on the balance sheet.
The face amount of loans currently serviced at March 31, 2005, approximated
$171,486,064. The Company receives a servicing fee for the services rendered.

NOTE 9 -- MINORITY INTEREST

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

NOTE 10 -- STOCKHOLDERS' EQUITY

The Company is authorized to issue 10,000,000 shares of $0.001 par value
preferred stock and 50,000,000 shares of $0.001 par value common stock

In February 2004, the Company entered into an employment agreement with the
President/CEO of the company. As part of the employment agreement, the officer
was issued 1,250,000 shares of common stock which shall be vested at a rate of
250,000 shares per year for the term of this agreement or a total of five (5)
years and subject to risk of forfeiture. In the event the President/CEO
terminates his employment or abandons his duties, he shall be obligated to sell
back to the Company the common stock received with regards to this agreement not


                                       11
<PAGE>

yet vested at a price of $0.10 per share. The shares are valued at $1,561,250
and $125,000 was immediately booked as a current expense due to the $0.10 sell
back provision and the remaining balance of $1,436,250 will be expensed monthly
at a rate of $23,958 for the next five (5) years. For the nine months ended
March 31, 2005, the Company has recorded $215,622 in compensation expense
related to this agreement of which $1,124,878 is the remaining balance at March
31, 2005 to be expensed over the term of the employment agreement.

In November 2004, the Company entered into a stock purchase agreement with a
majority shareholder of the company. The stock was re-purchased for $3.05 per
share or $2,205,682 in the aggregate. As part of the re-purchase of stock the
Company paid $1,500,000 to the selling stockholder at the closing. The Company
agreed to pay the balance as follows: $500,000 shall be paid to the selling
stockholder on or before the date 90 calendar days after the closing date, and
$205,682 within 180 calendar days after the closing date.




                                       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 "we" 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 quarter ending March 31, 2005, OneCap produced 84 transactions with
$67,973,215 in transaction volume, compared to 81 transactions with $47,266,814
in transaction volume during the same comparable quarter ending March 31, 2004.
Non-affiliated transactions accounted for 74 of the 84 transactions this quarter
and $63,124,162 of the total volume, compared to 74 of the 81 transactions and
$39,817,814 in volume in the comparable quarter last year, a 59% increase in
non-affiliated transaction volume. Affiliated transaction volume was higher this
quarter at 10 transactions totaling $4,849,053 in volume and $41,900 in revenue,
compared to 7 transactions totaling $7,449,000 in volume and $195,265 in revenue
during the same quarter last year. The Company had an increase in volume and
core revenue earned, and the current quarterly average revenue percentage
decreased 19% to 2.75% on the total volume, compared to 3.38% on the total
volume in the same period last year. For the nine-month period ending March 31,
2005, OneCap generated $7,471,554 in gross revenues, a 23% increase, compared to
$6,091,380 during the comparable period ending March 31, 2004. During the
quarter ending March 31, 2005, the company focused its efforts to continue to
support non-affiliated transactions that provide higher revenue percentages on
higher transactional volume.

OneCap generated $2,286,200 in gross revenue for the quarter ending March 31,
2005, of which $1,826,175 was from core operations, $41,900 from related party
revenue related to commercial loan and realty transactions, $112,980 in service
fee revenue, and $305,145 in rental revenue. In the comparable quarter last
year, OneCap had $2,124,033 of gross revenue, of which $1,402,350 was from core
operations, $195,265 in related party revenue, $49,437 in service fee revenue,


                                       13
<PAGE>

and $476,981 in rental revenue. Total gross revenues for the current quarter
were up by 8% including related party revenue and rental income, and core
operations were up 30%. The Company generated a slightly larger amount of
transactions for the quarter, substantially higher volume, but a lower
percentage of revenue earned on those transactions, and also had lower revenue
from transaction volume from affiliated companies this quarter. Rental revenues
were lower this quarter due to the disposition of a 50% interest in the Walgreen
property in June 2004.

Commission expense increased from $240,339 during the quarter ending March 31,
2004, to $381,330 for the comparable quarter ending 2005, due to higher variable
effect of commissions paid to agents based on the revenues generated from real
estate commissions. General and administrative expenses increased slightly to
$1,070,263 from $1,056,157 during the quarters ending March 31, 2005 and 2004
respectively. For the nine months ending March 31, 2005 and 2004, General and
administrative expenses were $3,227,782 and $3,008,708 respectively, a 7%
increase. Interest and other income increased to $980,854 in the quarter ended
March 31, 2005, from $472,339 in the comparable quarter in 2004 due to a higher
amount of investment revenue earned from notes and mortgage investments.
Interest expense increased to $810,590 in the quarter ended March 31, 2005, from
$655,233 compared to the same quarter in 2004 due to a higher amount of company
debt outstanding. Net Income after tax decreased to $609,517 for the quarter
ending March 31, 2005, compared to net income of $930,940 for the comparable
quarter ending March 31, 2004. Income per share was $0.34 for the quarter ended
March 31, 2005, compared to net income per share of $0.64 for the comparable
quarter ending 2004. For the nine-month period ending March 31, 2005, net income
after tax was $2,302,509 or $1.06 per share as compared to net income of
$1,724,117 or $1.19 per share in the comparable period ending March 31, 2004.

The table below summarizes the details of gross revenue earned, transaction
volume, and number of transactions by related and non-related sources of fees
and commissions for the quarter ended March 31, 2005.

<TABLE>
<CAPTION>
                                                                     Related

                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
<S>                                    <C>                <C>                <C>                <C>
Real Estate Commissions                        7                  1,315,053              2.62%         34,400

-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                             3                  3,534,000              0.02%          7,500
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Related                                 10                  4,849,053              0.09%         41,900
-------------------------------------- ------------------ ------------------ ------------------ --------------

                                                                 Non-Related

                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
Real Estate Commissions                       39                 10,689,287              2.63%        281,071
-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            35                 52,434,875              2.95%      1,545,104
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Non-Related                             74                 63,124,162              2.89%      1,826,175
-------------------------------------- ------------------ ------------------ ------------------ --------------
                  Total                       84                 67,973,215              2.75%  $   1,868,075
                                       ================== ==================                    ==============
</TABLE>



The following table summarizes the details of gross revenue earned, transaction
volume, and number of transactions by related and non-related sources of fees
and commissions for the comparable quarter last year, ended March 31, 2004.


                                       14
<PAGE>

<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                             7                  7,449,000              2.62%        195,265
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Related                                  7                  7,449,000              2.62%        195,265
-------------------------------------- ------------------ ------------------ ------------------ --------------

                                                                 Non-Related

                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
Real Estate Commissions                       45                 12,837,778              2.63%        337,534
-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            29                 26,980,036              3.95%      1,064,816
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Non-Related                             74                 39,817,814              3.52%      1,402,350
-------------------------------------- ------------------ ------------------ ------------------ --------------

                  Total                     81                47,266,814               3.38%      $1,597,615
                                       ================== ==================                    ==============
</TABLE>



The following table summarizes the changes of gross revenue earned, transaction
volume, average % of revenue earned and number of transactions by related and
non-related sources of fees and commissions for the current and comparable
quarters, ended March 31, 2005 and 2004.

<TABLE>
<CAPTION>
                                                              Related

                                             # of            Transaction          Avenue           Revenue
                                         Transactions          Volume            Revenue %         Earned
-------------------------------------- ------------------ ------------------ ------------------ --------------
<S>                                    <C>                <C>                <C>                <C>
Real Estate Commissions                       +7                $+1,315,053             +2.62%       $+34,400
-------------------------------------- ------------------ ------------------ ------------------ --------------
Mortgage Brokerage                            -4                $-3,915,000             -2.41%      $-187,765
-------------------------------------- ------------------ ------------------ ------------------ --------------
Total Related                                 +3                $-2,599,947             -2.53%     $ -153,365
-------------------------------------- ------------------ ------------------ ------------------ --------------

                                                                 Non-Related

                                             # of            Transaction          Avenue            Revenue
                                         Transactions          Volume            Revenue %           Earned
-------------------------------------- ------------------ ------------------ ------------------ -----------------
Real Estate Commissions                       -6                $-2,148,491             +0.00%          $-56,463
-------------------------------------- ------------------ ------------------ ------------------ -----------------
Mortgage Brokerage                            +6               $+25,454,839             -1.00%         $+480,288
-------------------------------------- ------------------ ------------------ ------------------ -----------------
Total Non-Related                             +0               $+23,306,348             -0.63%        $ +423,825
-------------------------------------- ------------------ ------------------ ------------------ -----------------
                                Total         +3               $+20,706,401             -0.63%         $+270,460
                                       ================== ==================                    =================
-------------------------------------- ------------------ ------------------ ------------------ -----------------
</TABLE>




The rates and fees charged to existing customers during the quarter ending March
31, 2005, is expected to be similar by percentage to those charged in future
periods, ranging from 0.50% to 5.0%. Significant revenues generated included
rental revenue of $221,650 earned during the quarter from the Walgreen property


                                       15
<PAGE>

that the Company has a 50% ownership interest in, and a $502,500 loan fee for
procurement of a $5.5M loan for a to-be-converted to condominium multi-family
property. The company earned no capital gains or assignment fees this quarter
from land or property sales.

Future Business

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

The Company is also continuing operations related to private trust deed
investing in its Commercial Finance division. Through the company's private
client services group, investors fund loans secured by real property or real
estate assets. The company funds and services these loans on behalf of third
party clients and earns brokerage fees and servicing revenue in relation to
these loans. As of March 31, 2005, the company has funded over $250,000,000 to
date and is currently servicing over $150,000,000 in private trust deeds for
over 1,000 investor clients. The company expects to expand this division and its
investor base during the next twelve months.

The Company also expects to continue to expand its asset base through future
acquisitions and investments, and expand its total assets, which as of March 31,
2005 was over $52M. The Company made a substantial investment of $26M
representing a 50% interest in a limited liability company ("LLC") during the
quarter ended March 31, 2005, which purchased approximately 1,500 acres of raw
land and over 6,500 acre feet of water rights in Clark County, Nevada, for
approximately $52M. The business plan of the LLC is to obtain zoning and
entitlements on the property and subsequently sell the entitled land to
homebuilders or developers. The Company financed this investment with a
corporate promissory note at a rate of 15% per annum, due and payable on May 1,
2007. The company has the right to extend this due date automatically for two
6-month periods if elected and no defaults have occurred.

Liquidity and Capital Resources

At March 31, 2005 the Company had cash of $1,588,932. 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. Historically, the Company has several short term notes payable
outstanding at any given time, which have been extended on an as-needed basis.
There is no guarantee that these notes will continue to be extended on terms
favorable to the Company, or that the sale of any particular assets will
generate a guaranteed amount of proceeds to the Company.


Item 3.    Controls and Procedures

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

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

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities

In November 2004, the Company entered into a stock purchase agreement with a
majority shareholder of the company. The stock was re-purchased for $3.05 per
share or $2,205,682 in the aggregate. As part of the re-purchase of the stock,


                                       16
<PAGE>

the Company paid $1,500,000 to the selling stockholder at the closing. The
Company has agreed to pay the balance as follows: $500,000 shall be paid to the
selling stockholder on or before the date 90 calendar days after the closing
date, and $205,682 within 180 calendar days after the closing date.


Item 6.  Exhibits

(a)      Exhibits

                      Exhibit
Number                Description

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


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


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


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


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


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


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


     31.1 Certification of President


     31.2 Certification of Chief Financial Officer


     32   Section 906 Certification under Sarbanes-Oxley Act of 2002


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


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

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

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

*** Previously filed by the Company as an exhibit to a registration statement on
Form S-8, filed with the Commission on April 9, 2004.



                                       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: May 16, 2005

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

Date: May 16, 2005