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

                           FORM 10-QSB
(Mark One)

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

For the quarterly period ended: December 31, 2000

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

For the transition period from ____________ to _____________

Commission File Number:

                             OneCap
      (Exact name of registrant as specified in its charter)

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

5450 W. Sahara Ave., 2nd Floor, Las Vegas, NV              89146
  (Address of principal executive offices)               (Zip Code)

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

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

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

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

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


/1/


                             OneCap
                  (A Development Stage Company)


                        Table of Contents

                                                                   Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets December 31, 2000 (Unaudited) and June 30, 2000        4

Statements of Income For The Three Months Ended December 31,          5
2000 and 1999 (Unaudited)

Statements of Income For The Six Months Ended December 31,            6
2000 and 1999 (Unaudited)

Statements of Changes in Stockholders' Equity For The Six             7
Months Ended December 31, 2000 (Unaudited) and For The Year
ended June 30, 2000 (Audited)

Statements of Cash Flows For The Six Months Ended December            8
31, 2000 and 1999 (Unaudited)

Notes to Financial Statements                                         9

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

PART II - OTHER INFORMATION

Item 6. Exhibits                                                     15

SIGNATURES                                                           16


/2/


                             OneCap

                       FINANCIAL STATEMENTS

                        FOR PERIOD ENDING

                        December 31, 2000


/3/


OneCap

BALANCE SHEETS

DECEMBER 31, 2000 (UNAUDITED) AND JUNE 30, 2000


                                                  As of          As of
                                               December 31,  June 30,2000
ASSETS                                            2000
                                               (Unaudited)
                                               -----------   ------------
Current assets:
  Cash                                         $   702,741   $    492,200
  Accounts receivable (net of allowance for          8,720          1,200
    doubtful accounts of $-0-
  Loan receivable, related party, current           17,750              0
    portion (Note 2)
  Income tax receivable                             67,093          1,900
                                               -----------   ------------
       Total current assets                        796,304        495,300
Loan receivable, related party, net current         21,534              0
  portion (Note 2)
Property and equipment (Notes 3 and 4)             103,346         31,300
Other assets (Note 5)                               19,759              0
                                               -----------   ------------
                                               $   940,943   $    526,600
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and other liabilities       $    42,408   $    101,400
  Note payable, current portion (Note 4)            46,800              0
                                               -----------   ------------
       Total current liabilities                    89,208        101,400
Note payable, net current portion (Note 4)          88,554             --
            Deferred income tax payable              4,700              0
                                               -----------   ------------
       Total liabilities                           182,462        101,400
                                               -----------   ------------
Commitments and contingencies (Note 6)                  --             --
Stockholders' equity (Note 7):
  Preferred stock, $.001 par value; 5,000,000           --             --
    shares authorized, No shares issued and
    outstanding
  Common stock, $.001 par value; 20,000,000          8,800          8,800
    shares authorized, 8,811,618 shares issued
    and outstanding
  Additional paid-in capital                       584,500        530,500
  Retained earnings                                165,181      (114,100)
                                               -----------   ------------
                                                   758,481        425,200
                                               -----------   ------------
                                               $   940,943   $    526,600
                                               ===========   ============


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


/4/


OneCap

STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)

                                             Three months ended December 31
                                                    2000          1999
                                                -----------   -----------
Revenues:
Loan fees and commission revenue                $    75,459   $    30,294
Loan fees and commission revenue,                   252,154       308,888
  related parties (Note 2)
Less commission expense                            (38,462)             0
                                                -----------   -----------
                                                    289,151       339,182
                                                -----------   -----------
Expenses:
General and administrative expenses (Note 2)        315,637       256,689
Depreciation and amortization expense                 5,844         3,090
                                                -----------   -----------
                                                    321,481       259,779
                                                -----------   -----------
Income(loss) from operations                       (32,330)        79,403
Other income (expense):
Interest income                                      12,125         2,208
Interest expense                                      2,079             0
Net income(loss) before income taxes               (22,284)        81,611
Income tax expense:
     Current federal                                  1,156         3,700
     Deferred federal                                 4,700             0
                                                -----------   -----------
                                                    (5,856)         3,700
                                                -----------   -----------
Net income(loss)                                $  (28,140)   $    77,911
                                                ===========   ===========
Earnings per common share                       $   (0.003)   $     0.017
                                                ===========   ===========
Weighted average number of common                 8,811,618     4,599,832
  shares outstanding                            ===========   ===========


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


/5/


OneCap

STATEMENTS OF INCOME

FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)

                                               Six months ended December 31

                                                    2000          1999
                                                -----------   -----------
Revenues:
Loan fees and commission revenues               $ 1,563,659   $    72,466
Loan fees and commission revenue,                   417,004       412,934
  related parties(Note 2)
Less commission expense                           (993,643)             0
                                                -----------   -----------
                                                    987,020       485,400
                                                -----------   -----------
Expenses:
General and administrative expenses (Note 2)        644,196       365,823
Depreciation and amortization expense                10,056         4,300
                                                -----------   -----------
                                                    654,252       370,123
                                                -----------   -----------
Income from operations                              332,768       115,277
Other income (expense):
Interest income                                      22,413         2,700
Interest expense                                    (4,444)             0
                                                -----------   -----------
Net income before income taxes                      350,737       117,977
                                                -----------   -----------
Income tax expense:
     Current federal                                 66,756         3,700
     Deferred federal                                 4,700             0
                                                -----------   -----------
                                                     71,456         3,700
                                                -----------   -----------
Net income                                      $   279,281   $   114,277
                                                ===========   ===========
Earnings per common share                       $     0.032   $      0.05
                                                ===========   ===========
Weighted average number of common shares          8,811,618     2,299,999
  outstanding                                   ===========   ===========


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


/6/


OneCap

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED DECEMBER 31, 2000(UNAUDITED) AND
FOR THE YEAR ENDED JUNE 30, 2000(AUDITED)



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

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

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

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

Net loss for the year         --       --         --  (113,100)      (113,100)
  ended June 30, 2000
                       ---------  -------  ---------  ---------  -------------
Balance, June 30, 2000 8,811,618    8,800    530,500  (114,100)        425,200

Services contributed          --       --     54,000         --         54,000
  by stockholders

Net income for the            --       --         --    279,281        279,281
  six months ended
  December 31 2000
                       ---------  -------  ---------  ---------  -------------
Balance, December 31,  8,811,618  $ 8,800  $ 584,500  $ 165,181  $     758,481
  2000                 =========  =======  =========  =========  =============


/7/


OneCap

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)
                                                     Six months ended
                                               December 31,    December 31,
                                                   2000            1999
                                              --------------  --------------
Cash flows from operating activities:
  Net income                                  $      279,281  $      114,277
Changes to net income not requiring cash outlay:
Services contributed by stockholders                  54,000          54,000
  Depreciation and amortization                       10,056           4,300
Changes in:
  Accounts receivable                                (7,482)           2,044
  Other assets                                      (19,759)        (13,626)
  Accounts payable and other liabilities            (59,038)         121,512
  Interest receivable                                (1,284)               0
  Deferred tax liability                               4,700               0
  Income tax receivable                             (65,193)               0
  Income tax payable                                       0           3,700
                                              --------------  --------------
 Net cash provided by operating activities           195,281         286,207
                                              --------------  --------------
Cash flows from investing activities:
  Additions to property and equipment               (82,073)         (8,065)
  Increase in notes receivable, related party       (38,000)               0
                                              --------------  --------------
 Net cash used in investing activities             (120,073)         (8,065)
                                              --------------  --------------
Cash flows from financing activities:
  Proceeds from note payable                         150,000               0
  Payments on note payable                          (14,646)               0
  Issuance of stock                                        0           6,938
                                              --------------  --------------
 Net cash provided by financing activities           135,354           6,938
                                              --------------  --------------
 Net increase in cash                                210,562         285,080
Cash at beginning of period                          492,179             200
                                              --------------  --------------
Cash at end of period                         $      702,741  $      285,280
                                              ==============  ==============
Supplemental disclosure of cash flow information:
  Cash paid for interest expense              $        4,444  $            0
                                              ==============  ==============
  Cash paid for income taxes                  $      132,140  $            0
                                              ==============  ==============
Schedule of noncash activities:
  Services contributed by stockholders        $       54,000  $       54,000
                                              ==============  ==============


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


/8/


OneCap

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)


1.Basis of presentation:

  As permitted by the Securities and Exchange Commission under
   Rule 10-01 of Regulation S-X, the accompanying financial
   statements and notes have been condensed and, therefore, do
   not contain all disclosures required by generally accepted
   accounting principles.  For additional disclosures, refer to
   the Annual Report on Form 10-SB of the Company for the year
   ended June 30, 2000 ("Fiscal 2000").

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

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

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

 Certain accounts in the prior period financial statements have
 been reclassified for comparative purposes to conform with the
 presentation in the current period financial statements.

2.Related party transactions:

  a. Note receivable, related party:

In August, 2000, the Company signed a note receivable with
     Pacific Properties & Development,LLC, a company owned by a
     majority stockholder for $38,002.  The note is secured by
     furniture and equipment, bears interest at 10.5% per annum
     with monthly principal and interest payments of $1,235 and
     is scheduled to mature in August, 2003.  The balance as of
     December 31, 2000 includes accrued interest totaling $1,284.

  b. Revenues:

   The majority of the Company's revenues are derived from
     commercial loan closings for related entities in which one
     stockholder has an ownership interest and loans processed
     for buyers in Southern Nevada who purchase homes developed
     by Pacific Homes and other related entities under common
     control.  During each of the six month periods ending
     December 31, 2000 and 1999, three transactions accounted for
     19% and 67% of gross revenues, respectively.


/9/


OneCap

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)

2.   Related party transactions (continued):

  c.  Office space:

      During the six months ended December 31, 1999, the Company
      leased office space from an affiliated partnership on a
      month-to-month basis.  The total rent paid for office
      space was $19,998 for the six months ended December 31,
      1999.

  d.   Services contributed by stockholders:

      During the six months ended December 31, 2000, and 1999
      two stockholders contributed their services to the company
      valued $54,000 during each of the six months then ended.
      Mr. Steven Molasky, CEO contributed services valued at
      $24,000 and Mr. Vince Hesser, President, contributed
      services valued at $30,000.  Mr. Molasky spent
      approximately 8 hours per week (or 20%) and Mr. Hesser
      spent approximately 20 hours per week (or 50%) of their
      working time on Onecap business.  The company estimates
      the annual full-time fair value compensation to be
      $240,000 for the CEO and $120,000 for the President.  The
      values were determined based upon the company's estimates
      of a reasonable compensation package for this type of
      company and position.

3.  Property and equipment:

     Property and equipment at December 31, 2000 and June 30,
     2000 consisted of the following:

                                   December 31, 2000     June 30, 2000
                                      (unaudited)          (audited)
                                   -----------------     -------------
    Computer equipment             $          26,700     $      26,700
    Computer software                          4,900             4,900
    Furniture and equipment                   89,855             7,800
                                   -----------------     -------------
                                             121,455            39,400
    Less accumulated depreciation             18,109             8,100
                                   -----------------     -------------
                                   $         103,346     $      31,300
                                   =================     =============

4.  Note payable:

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


/10/


OneCap

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)

4.Note payable (continued):

  The note payable is scheduled to mature as follows:

    For the year ending
        December 31,
    -------------------
            2001                               $      46,800

            2002                                      51,449

            2003                                      37,105
                                               -------------
           Total                               $     135,354

5.   Other assets:
  Other assets as of December 31, 2000 consisted of a refundable
  deposit of $19,759 related to an operating lease agreement,
  for corporate office space, expiring in January 2003 with
  options to renew for 20 months.

6.Commitments and contingencies:

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

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

  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 then 100% of current FMV  of
     the  stock price) may be fixed by the Board of Directors  at
     its  sole  discretion.  Through December 31, 2000  no  stock
     options have been issued.


/11/


OneCap

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
(UNAUDITED)

6.   Commitments and contingencies (continued):

 Lease agreement:

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

7.Stockholders' equity:

  Restricted shares of common stock:

  7,356,418 of the total shares of common stock outstanding are
  restricted.

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

  Warrants and options:
  There are no warrants or options outstanding to acquire any
  additional shares of common stock.


/12/


      Item 2. Management's Discussion and Plan of Operation


Forward-Looking Statements

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

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

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


General

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


Results of Operations

OneCap generated $327,613 in gross revenue for the quarter ending
December 31, 2000, compared to $339,182 of gross revenue
generated in the same period ending December 31, 1999.  General
and Administrative expenses increased from $256,689 to $315,637
during the periods ending December 31, 1999 and 2000
respectively.  Net Income(Loss) after tax was ($28,140) for the
quarter ending December 31, 2000 compared to $77,911 for the
quarter ending December 31, 1999.  Earnings(Loss) per share was
($0.003) for the quarter ended December 31, 2000 compared to
$0.017 for the comparable quarter ending 1999.

For the six month period ending December 31, 2000, OneCap
generated $1,980,663 in gross revenues and $987,020 in gross
revenues after commission expense, compared to $485,400 in the
comparable six month period ending December 31, 1999, a 103%
increase after commission expense.  General and Administrative
expenses increased from $365,823 to $644,196 during the six month
periods ending December 31, 1999 and 2000 respectively.  Net
Income before tax increased from $117,977 to $350,737 and Net
Income after tax increased from $114,277 to $279,281 for the same
comparable six month period ending December 31, 1999 and 2000
respectively.  Earnings per share were $0.032 for the six month
period ending December 31, 2000 and $0.050 for the comparable
period in 1999.  The table below summarizes the details of gross
revenue earned, transaction volume, and number of transactions by
affiliated and non-affiliated sources.

                                        Affiliated

                             # of      Transaction   Average   Revenue
                         Transactions    Volume $   Revenue %  Earned $
                         ------------  -----------  ---------  --------
Real Estate Commissions        6         4,969,364       2.17   107,779

Mortgage Brokerage             1        28,875,000       0.50   144,375
                         ------------  -----------              -------
Total Affiliated               7        33,844,364              252,154


/13/


                                      Non-Affiliated

                             # of      Transaction   Average   Revenue
                         Transactions    Volume $   Revenue %  Earned $
                         ------------  -----------  ---------  --------
Real Estate Commissions        8         1,705,171       3.12    53,196

Mortgage Brokerage             7         2,111,480       1.05    22,263
                         ------------  -----------             --------
Total Non-Affiliated          15         3,816,651               75,459
                         ------------  -----------             --------
          Grand Total         22        37,661,015       0.87   327,613

The rates and fees charged to existing customers during the
quarter ending December 31, 2000 is expected to be similar by
percentage in future periods, ranging from 0.50% to 5.0%.
Significant revenues generated include a $144,375 placement fee
earned on the procurement of a $28,875,000 construction loan for
a 404-unit to-be-built luxury apartment complex for a related
entity, Lake Mead Horizon Apartments, LLC, during the quarter
ended December 31, 2000.  The Company also assisted in the
closing of a 25-acre, $4,400,000 land sale in which the seller
was a related entity, Lake Mead Horizon LLC, and the company
earned a total commission of $89,360.

During the quarter ending December 31, 2000, the Company entered
into a contingency home agreement with John Laing Homes of Nevada
(JLHN), whereby JLHN will provide home sale listing referrals to
the company from potential homebuyers visiting a JLHN sales
office in Las Vegas.  When a potential homebuyer visits a JLHN
sales office, but has an existing home to sell, JLHN will refer
those clients to the Company to have their existing home listed
and sold to facilitate a JLHN new home purchase.  The Company
will also be allowed to market this service via advertising
boards in each JLHN sales office.  The agreement terms allow for
a one-year term, mutually extended or canceled with 30 days
written notice.  JLHN is a division of WL Homes LLC, a
homebuilding company formed in 1998 when John Laing Homes and
Watt Homes merged.  WL Homes LLC has eight divisions in six
states operating under the name John Laing Homes, and closed a
total of 2,245 homes in 1999 with a combined revenue of $515M.


Future Business

During the next year, OneCap plans on expanding its client base
to obtain suitable revenue growth to consistently maintain each
of its four divisions: Commercial Realty, Commercial Financing,
Home Realty, and Home Financing. Currently, the Company maintains
offices in Las Vegas, Nevada and is working on attracting new
clients, expanding its business with existing clients, obtaining
new financing sources and financing products and obtaining the
ability to provide services in other markets.  At the end of the
quarter ended December 31, 2000, the company had contracts with
17 independent realtor agents who provide commercial and
residential realty services to OneCap's clients. We expect to
continue to grow the number of independent agents it has
contracted with in the future.

The Company also anticipates attempting to procure more contracts
with local homebuilders, under similar terms and conditions as
the agreement with John Laing Homes of Nevada.


Liquidity and Capital Resources

Based on the December 31, 2000 quarter ending cash balance of
$702,741 and the net income generated during the quarter, the
company has sufficient liquidity to continue its current
operations.

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


/14/


                   PART II - OTHER INFORMATION

                        Item 6. Exhibits


  Exhibit          Name and/or Identification of Exhibit
  Number

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

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


/15/


                           SIGNATURES


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

                             OneCap
                          (Registrant)


Date: February 15, 2001
      -----------------



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


/16/