U.S. 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,  2001

                                       OR

(   )    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO  __________


Commission File Number 0-31369

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



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



5450 West Sahara Avenue, 2nd Floor
Las Vegas, Nevada                                                       89146
(Address of principal executive offices)                              (Zip Code)

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



Check whether the issuer:  (1) 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 __

As of May 1, 2001, the issuer had issued and outstanding 8,811,618 shares of
common stock, par value $0.001.

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


                                       1

<PAGE>


                                TABLE OF CONTENTS


Part I.  Financial Information
                                                                            Page
                                                                             No.
         1.       Financial Statements

                  Unaudited Condensed Balance Sheets as of March 31, 2001
                  and June 30, 2000...........................................3

                  Unaudited Condensed Statements of Operations for
                  the Three Months ended March 31, 2001 and 2000..............4

                  Unaudited Condensed Statements of Income for
                  the Nine Months ended March 31, 2001 and 2000...............5

                  Statements of Changes in Stockholders' Equity for
                  the Nine Months Ended March 31, 2001 and the
                  Year Ended June 30, 2000....................................6

                  Statements of Cash Flows for the Nine Months Ended
                  March 31, 2001 and 2000.....................................7

                  Notes to Unaudited Condensed Financial Statements...........8

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


Part II. Other Information...................................................14

         5.       Other Information..........................................14

         6.       Exhibits and Reports on Form 8-K...........................14

Signatures        ...........................................................15


                                       2


<PAGE>


                                     Part I

Item 1.           Financial Statements

                                     OneCap

                                 Balance Sheets
                  March 31, 2001 (Unaudited) and June 30, 2000


<TABLE>
<CAPTION>
                                                                                       As of                 As of
                                                                                      March 31,          June 30, 2000
                                                                                        2001
                                                                                     (Unaudited)
Assets
                                                                                   -------------------------------------
Current assets:
<S>                                                                                <C>                 <C>
   Cash                                                                            $       1,171,841   $        492,200
   Accounts receivable (net of allowance for doubtful accounts of $-0-)                       37,797              1,200
   Note and Loans receivable, related parties, current portion (Note 2)                       35,543                  0
   Income tax receivable                                                                           0              1,900
                                                                                   -------------------------------------
           Total current assets                                                            1,245,181            495,300
Note receivable, related party, net current portion (Note 2)                                  20,882                  0
Property and equipment (Notes 3 and 4)                                                       152,519             31,300
Other assets (Note 5)                                                                         19,759                  0
                                                                                   -------------------------------------
                                                                                   $       1,438,341   $        526,600
                                                                                   =====================================
Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable and other liabilities                                          $          92,756   $        101,400
   Income tax payable                                                                        111,577                  0
   Note payable, current portion (Note 4)                                                     47,853                  0
                                                                                   -------------------------------------
            Total current liabilities                                                        252,186            101,400
Note payable, net current portion (Note 4)                                                    76,145                 --
Deferred income tax payable                                                                    4,700                  0
                                                                                   -------------------------------------
            Total liabilities                                                                333,031            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 shares authorized,                                8,800              8,800
         8,811,618 shares issued and outstanding
   Additional paid-in capital                                                                596,500            530,500
   Retained earnings (accumulated deficit)                                                   500,010           (114,100)
                                                                                   -------------------------------------
                                                                                           1,105,310            425,200
                                                                                   -------------------------------------
                                                                                   $       1,438,341   $        526,600
                                                                                   =====================================
</TABLE>




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


                                       3

<PAGE>


                                     OneCap

                            Statements of Operations
               For The Three Months Ended March 31, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           Three months ended March 31
                                                                             2001              2000
                                                                         ---------------  --------------

Revenues:
<S>                                                                         <C>             <C>
Loan fees and commission revenue                                            $   339,455     $    45,582
Loan fees and commission revenue, related parties (Note 2)                      719,000         100,086
Less commission expense                                                        (219,078)         (7,108)
                                                                         ---------------  --------------
                                                                                839,377         138,560
                                                                         ---------------  --------------
Expenses:
General and administrative expenses (Note 2)                                    325,570         231,222
Depreciation and amortization expense                                             6,817           2,581
                                                                         ---------------  --------------
                                                                                332,387         233,803
                                                                         ---------------  --------------
Income (loss) from operations                                                   506,990         (95,243)
Other income (expense):
Interest income                                                                   9,570           1,513
Interest expense                                                                 (3,061)              0
                                                                         ---------------  --------------
Net income (loss) before income taxes                                           513,499         (93,730)
                                                                         ---------------  --------------
Income tax expense:
         Current federal                                                        178,670               0
         Deferred federal                                                             0
                                                                                                      0
                                                                         ---------------  --------------
                                                                                178,670               0
                                                                         ---------------  --------------
Net income (loss)                                                           $   334,829     $   (93,730)
                                                                         ===============  ==============
Earnings per common share                                                   $     0.038     $    (0.014)
                                                                         ===============  ==============
Weighted average number of common shares outstanding                          8,811,618       6,937,500
                                                                         ===============  ==============
</TABLE>





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


                                       4

<PAGE>


                                     OneCap

                              Statements of Income
                For The Nine Months Ended March 31, 2001 and 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Nine months ended March 31
                                                                               2001              2000
                                                                          ----------------  -------------

Revenues:
<S>                                                                         <C>             <C>
Loan fees and commission revenues                                           $   1,895,519   $    118,048
Loan fees and commission revenue, related parties (Note 2)                      1,143,599        513,020
Less commission expense                                                        (1,212,721)        (7,108)
                                                                          ----------------  -------------
                                                                                1,826,397        623,960
                                                                          ----------------  -------------
Expenses:
General and administrative expenses (Note 2)                                      969,766        597,045
Depreciation and amortization expense                                              16,873          6,881
                                                                          ----------------  -------------
                                                                                  986,639        603,926
                                                                          ----------------  -------------
Income from operations                                                            839,758         20,034
Other income (expense):
Interest income                                                                    31,983          4,213
Interest expense                                                                   (7,505)             0
                                                                          ----------------  -------------
Net income before income taxes                                                    864,236         24,247
                                                                          ----------------  -------------
Income tax expense:
         Current federal                                                          245,426          3,700
         Deferred federal                                                           4,700              0
                                                                          ----------------  -------------
                                                                                  250,126          3,700
                                                                          ----------------  -------------
Net income                                                                  $     614,110   $     20,547
                                                                          ================  =============
Earnings per common share                                                   $        0.07   $      0.005

                                                                          ================  =============
Weighted average number of common shares outstanding                            8,811,618      3,823,266
                                                                          ================  =============
</TABLE>





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


                                       5

<PAGE>


                                     OneCap

                  Statements of Changes in Stockholders' Equity
            For The Nine Months Ended March 31, 2001 (Unaudited) and
                   For The Year Ended June 30, 2000 (Audited)



<TABLE>
<CAPTION>
                                                     Common Stock             Additional
                                                                               Paid-in        Retained      Stockholders'
                                                                               capital        earnings          Equity
                                             ----------------------------
                                                Shares             Amount
                                             --------------   -----------    --------------------------    --------------
<S>                                               <C>         <C>            <C>             <C>           <C>
Balance, June 30, 1999                                  100   $        --    $      19,600      (1,000)    $      18,600

November 1, 1999, issuance of                     6,937,400         6,900               --          --             6,900
shares
May, 2000 issuance of shares                      1,874,118         1,900          402,900          --           404,800

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

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

Services contributed by stockholders                     --            --           66,000          --            66,000

Net income for the nine months ended March
31 2001                                                  --            --               --     614,110           614,110
                                             --------------   -----------    --------------------------    --------------
Balance, March 31, 2001                           8,811,618   $     8,800    $     596,500   $ 500,010     $   1,105,310
                                             ==============   ===========    =============   ==========    ==============
</TABLE>






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


                                       6

<PAGE>

                                     OneCap

                            Statements of Cash Flows
                For The Nine Months Ended March 31, 2001 and 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        Nine months ended
                                                                           ---------------------------------------------
                                                                              March 31, 2001         March 31, 2000
                                                                           ---------------------- ----------------------
Cash flows from operating activities:
<S>                                                                        <C>                    <C>
  Net income                                                               $             614,110  $              20,547
Changes to net income not requiring cash outlay:
    Services contributed by stockholders                                                  66,000                 81,000
    Depreciation and amortization                                                         16,873                  6,881
Changes in:
    Accounts receivable                                                                  (36,559)                 7,391
    Other assets                                                                         (19,759)                   500
    Accounts payable and other liabilities                                                (8,644)                34,938
    Deferred tax liability                                                                 4,700                      0
    Income tax receivable                                                                  1,900                      0
    Income tax payable                                                                   111,577                  3,700
                                                                           ---------------------- ----------------------
  Net cash provided by operating activities                                              750,198                154,957
                                                                           ---------------------- ----------------------
Cash flows from investing activities:
    Additions to property and equipment                                                 (138,109)                (9,794)
    Increase in notes receivable, related parties                                        (56,425)                     0
                                                                           ---------------------- ----------------------
  Net cash used in investing activities                                                 (194,534)                (9,794)
                                                                           ---------------------- ----------------------
Cash flows from financing activities:
    Proceeds from note payable                                                           150,000                      0
    Payments on note payable                                                             (26,002)                     0
                                                                           ---------------------- ----------------------
  Net cash provided by financing activities                                              123,998                      0
                                                                           ---------------------- ----------------------
  Net increase in cash                                                                   679,662                145,163
Cash at beginning of period                                                              492,179                    200
                                                                           ---------------------- ----------------------
Cash at end of period                                                      $           1,171,841  $             145,363
                                                                           ====================== ======================
Supplemental disclosure of cash flow information:
    Cash paid for interest expense                                         $               7,505  $                   0
                                                                           ====================== ======================
    Cash paid for income taxes                                             $             132,140  $               3,700
                                                                           ====================== ======================
Schedule of noncash activities:
   Services contributed by stockholders                                             $     66,000            $    81,000
                                                                           ====================== ======================
</TABLE>



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



                                       7

<PAGE>


                                     OneCap

                          Notes To Financial Statements
          For The Nine Months Ended March 31, 2001 And 2000 (Unaudited)

1.   Basis of presentation:

     As permitted by the  Securities and Exchange  Commission  under Item 310 of
     Regulation S-B, the accompanying  financial  statements and notes have been
     condensed  or  omitted  and,  therefore,  do not  contain  all  disclosures
     required  by  generally  accepted  accounting  principles.  For  additional
     disclosures,  refer to the  Registration  Statement filed by the Company on
     Form 10-SB and the audited financial statements of the Company for the year
     ended  June  30,  2000  ("Fiscal  2000")  included  in  that   Registration
     Statement.

     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 Company  believes that the following  disclosures are
     adequate to make the information presented not misleading.

     Earnings per share:

     The  computations  of basic  earnings  per  common  share  are based on the
     weighted average number of common shares  outstanding.  The computations of
     diluted  earnings  per share are based on the  weighted  average  number of
     common  shares and common share  equivalents  outstanding.  Stock  purchase
     options  outstanding  and  exercisable  at or below  the  market  price are
     considered common share equivalents.  For the periods presented, there were
     no common share  equivalents.  At March 31, 2001,  all of the 232,500 stock
     options were excluded from the  computation  of diluted  earnings per share
     because they were antidilutive.

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

     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 and loans receivable, related parties:

     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 March 31, 2001
     totaled $31,868.

     Loans  receivable,  related  parties  consists  of  advances  to  employees
     totaling $24,557.


                                       8

<PAGE>


                                     OneCap

             Notes to Financial Statements for the Nine Months Ended
                       March 31, 2001 and 2000 (Unaudited)

2.   Related party transactions (continued):

     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.  Five  transactions  accounted  for  31%  and  three  transactions
     accounted  for 52% of gross  revenues for the periods  ended March 31, 2001
     and 2000, respectively.

     c.  Office Space:

     During the nine months  ended March 31,  2000,  the Company  leased  office
     space from an affiliated  partnership on a month-to-month  basis. The total
     rent paid for office  space was $31,687 for the nine months ended March 31,
     2000.

     d.  Services contributed by stockholders:

     During the nine months  ended  March 31,  2001,  and 2000 two  stockholders
     contributed  their  services to the company  valued at $66,000 and $81,000,
     respectively.  Mr.  Steven  Molasky,  CEO  contributed  services  valued at
     $36,000  for each  period  and Mr.  Vince  Hesser,  President,  contributed
     services  valued at $30,000 and $45,000,  respectively.  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 March 31, 2001 and June 30, 2000 consisted of the
     following:

                                            March 31,         June 30,
                                              2001              2000
                                          (unaudited)        (audited)
                                         -------------    --------------
       Computer equipment                  $   26,700        $   26,700
       Computer software                        4,900             4,900
       Furniture and equipment                145,844             7,800
                                         -------------    --------------
                                              177,444            39,400
       Less accumulated depreciation           24,925             8,100
                                         -------------    --------------
                                           $  152,519        $   31,300
                                         =============    ==============


                                       9

<PAGE>


                                     OneCap

             Notes to Financial Statements for the Nine Months Ended
                       March 31, 2001 and 2000 (Unaudited)

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. The note payable is scheduled to mature as follows:

         For the year ending
              March 31,
       -------------------------
                 2002                                              $    47,853
                 2003                                                   52,680
                 2004                                                   23,465
                                                           --------------------
                Total                                              $   123,998
                                                           ====================

5.   Other assets:

     Other  assets as of March 31, 2001  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 include,  without  limitation,
     vesting  periods  and strike  prices (but in no event can options be issued
     with a strike  price less than 100% of  current  fair  market  value of the
     stock price) may be fixed by the Board of Directors at its sole discretion.
     Through March 31, 2001, 232,500 stock options have been granted and will be
     vested at 100% in twenty-four months on January 2, 2003.


                                       10

<PAGE>


                                     OneCap

             Notes to Financial Statements for the Nine Months Ended
                       March 31, 2001 and 2000 (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  232,500  options  outstanding  to acquire  additional  shares of
     common stock.


                                       11

<PAGE>


Item 2. Management's Discussion and Plan of Operation

Special Cautionary Statement Regarding 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 these forward-looking  statements will be realized. If
any of our  assumptions  should  prove  incorrect,  or if any of the  risks  and
uncertainties  underlying  those  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,  the words  "believes,"  "expects,"  "intends,"
"plans,"  "anticipates,"  "estimates"  and similar  expressions  are intended to
identify forward-looking statements,  although there may be some forward-looking
statements not accompanied by these 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 assist  clients  in home  sales,  home
purchases, home mortgages, commercial property acquisitions, commercial property
dispositions,  commercial financing,  commercial leasing, and other related real
estate  services.  Our  management  team brings many years of experience in real
estate service to our clients.

Results of Operations

OneCap  generated  $1,058,455  in gross  revenue for the quarter ended March 31,
2001, a 626% increase compared to $145,668 of gross revenue generated in quarter
ended March 31, 2000.  Net revenues  after  payment of  commission  expense were
$839,377  for the  current  quarter,  compared to  $138,560  for the  comparable
quarter  last  year,  a  505%  increase.  General  and  administrative  expenses
increased from $231,222 to $325,570  during the periods ended March 31, 2000 and
2001  respectively.  Net income  before tax was $513,499  for the quarter  ended
March 31,  2001  compared to a $93,730  net loss for the  comparable  quarter in
2000.  Net income after tax was  $334,829  for the quarter  ended March 31, 2001
compared to a $93,730 net loss for the comparable quarter in 2000.  Earnings per
share were  $0.038 for the quarter  ended March 31, 2001  compared to a loss per
share of $0.014 for the comparable quarter last year.

For the nine-month period ended March 31, 2001,  OneCap generated  $3,039,118 in
gross revenues and $1,826,397 in net revenues after commission expense, compared
to $631,068 in gross  revenues  and $623,960 in net  revenues  after  commission
expense in the  comparable  nine-month  period in 2000, a 381% increase in gross


                                       12
<PAGE>

revenues and a 192% increase in net revenues after commission  expense.  General
and  administrative  expenses increased 62% from $597,045 to $969,766 during the
nine-month periods ended March 31, 2000 and 2001 respectively. Net income before
tax increased from $24,247 to $864,236,  a 3,464%  increase and net income after
tax increased  from $20,547 to $614,110,  a 2,888%  increase for the  nine-month
periods  ended March 31,  2000 and 2001  respectively.  Earnings  per share were
$0.070  for the  nine-month  period  ended  March 31,  2001 and  $0.005  for the
comparable period ended March 31, 2000.

The following table summarizes the details of gross revenue earned,  transaction
volume, and number of transactions by affiliated and non-affiliated  sources for
the quarter ended March 31, 2001.

<TABLE>
<CAPTION>
                                                              Affiliated

<S>                                            <C>             <C>                   <C>           <C>
                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
Real Estate Commissions                        5               $ 9,329,816           4.70%         $  438,430
Mortgage Brokerage                             4               $67,118,000           0.42%         $  280,570
                                               -               -----------                         ----------
Total Affiliated                               9               $76,447,816           0.94%         $  719,000

                                                              Non-Affiliated

                                             # of            Transaction          Average          Revenue
                                         Transactions          Volume            Revenue %         Earned
Real Estate Commissions                       10               $7,678,133            4.08%         $  313,512
Mortgage Brokerage                             9               $1,163,718            2.23%         $   25,943
                                               -               ----------                          ----------
Total Non-Affiliated                          19               $8,841,851            3.84%         $  339,455

Total                                         28               $85,289,667           1.24%         $1,058,455
                                                               ===========                        ===========
</TABLE>

The rates and fees charged to existing  customers during the quarter ended March
31, 2001 are expected to be similar by  percentage  in future  periods,  ranging
from 0.50% to 5.0%. Significant revenues generated include a $381,840 commission
earned and paid from the listing and sale of an  existing  apartment  project in
Las Vegas,  Nevada in which a related entity  purchased the property.  Two other
separate  property  acquisition  transactions in which OneCap acted on behalf of
the buyer resulted in  commissions  paid in the amounts of $100,000 and $124,537
for procuring the properties.  OneCap's  mortgage  division also entered into an
agreement  to procure a permanent  loan for a related  entity,  in which  OneCap
earned a $177,000 placement fee on a $35,400,000 non-recourse,  10-year loan for
an existing apartment property.

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 March 31,
2001, the Company had contracts  with 41 independent  realtor agents who provide
commercial and residential  realty services to OneCap's  clients.  The number of
agents has more than doubled  during this quarter from the 17 agents the Company
had at the end of  December  2000.  We expect to  continue to grow the number of
independent agents we have contracted with.



                                       13

<PAGE>


Liquidity and Capital Resources

At March 31, 2001 the Company had cash of  $1,171,841  as compared  with cash of
$492,200 at June 30, 2000. The increase in cash is attributable to the cash flow
provided by  operations  of the  Company.  The Company  will utilize its cash to
continue to fund expansion of its four divisions through  increasing  contracted
independent agents affiliated with the Company,  and increasing public awareness
and exposure through  increased  advertising and public  relations.  The Company
believes  it  has  sufficient   liquidity  and  cash  to  continue  its  current
operations.

                           Part II - Other Information

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

             (a)  Exhibits Required by Item 601 of Regulation S-B

                  No exhibits are filed with this report.

             (b)  Reports on Form 8-K

                  The Company filed no current Reports on Form 8-K in the
                  quarter ended March 31, 2001.




                                       14


<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




Date: April __, 2001                         By:      /s/
                                                  ------------------------------
                                                      Vince Hesser, President


                                       15